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Arcturus TherapeuticsTable of ContentsUNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549________________________________FORM 10-K________________________________ ☑ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the year ended December 31, 2016or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Commission File Number: 001-37566Mirna Therapeutics, Inc.(Exact name of registrant as specified in its charter) Delaware 26-1824804(State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.) 1250 South Capital of Texas HighwayAustin, TX 78746(Address of principal executive offices and zip code)(512) 901-0950(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of exchange on which registeredCommon Stock, par value $0.001 per share NASDAQ Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No þIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 (the “Exchange Act”). Yes No þ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for suchshorter 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 website, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post suchfiles). Yes þ No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ 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 the definitions of “largeaccelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer þ Smaller reporting company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No þ The aggregate market value of the common stock held by non-affiliates computed by reference to the last reported sale price on June 30, 2016 was approximately $60.5 million.As of March 3, 2017, there were 20,856,693 shares of the registrant’s Common Stock outstanding. Table of ContentsMIRNA THERAPEUTICS, INC.TABLE OF CONTENTS Page No.PART I Item 1. Business 2Item 1A. Risk Factors 10Item 1B. Unresolved Staff Comments 24Item 2. Properties 24Item 3. Legal Proceedings 24Item 4. Mine Safety Disclosures 24PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 25Item 6. Selected Financial Data 26Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 28Item 7A. Quantitative and Qualitative Disclosures About Market Risk 35Item 8. Financial Statements and Supplementary Data 35Item 9. Changes in and Disagreements with Accountants On Accounting and Financial Disclosure 59Item 9A. Controls and Procedures 59Item 9B. Other Information 60PART III Item 10. Directors, Executive Officers, and Corporate Governance 61Item 11. Executive Compensation 67Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 74Item 13. Certain Relationships and Related Transactions, and Director Independence 77Item 14. Principal Accountant Fees and Services 78PART IV Item 15. Exhibits and Financial Statement Schedules 79Item 16. Form 10-K Summary 80 Signatures 80 Table of ContentsForward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements concerning our business, operations and financial performance and condition, aswell as our plans, objectives and expectations for our business operations and financial performance and condition. Any statements contained herein that arenot statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements byterminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,”“objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would,” and other similar expressions that are predictions orindicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements include, but arenot limited to, statements regarding:•our evaluation of strategic alternatives with a goal to enhance stockholder value, including the possibility of a merger or sale of the Company;•the initiation, cost, timing, progress and results of any research and development activities;•our ability to obtain funding for our operations;•our ability to attract collaborators with development, regulatory and/or commercialization expertise;•our ability to maintain intellectual property protection for our product candidates;•regulatory developments in the United States and foreign countries;•the performance of our third-party suppliers and manufacturers;•the success of competing therapies that are or become available;•our ability to retain key scientific or management personnel;•our expectations regarding the time during which we will be an emerging growth company under the JOBS Act; and •the accuracy of our estimates regarding expenses, future revenues, capital requirements and need for additional financing. These forward-looking statements are based on management’s current expectations, estimates, forecasts, and projections about our business and theindustry in which we operate and management’s beliefs and assumptions and are not guarantees of future performance or development and involve knownand unknown risks, uncertainties, and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in thisAnnual Report on Form 10-K may turn out to be inaccurate. Factors that may cause actual results to differ materially from current expectations include,among other things, those listed under Item 1A. “Risk Factors” and elsewhere in this Annual Report on Form 10-K. These forward-looking statements speakonly as of the date of this Annual Report on Form 10-K. Except as required by law, we assume no obligation to update or revise these forward-lookingstatements for any reason, even if new information becomes available in the future. Given these risks and uncertainties, you are cautioned not to place unduereliance on such forward-looking statements.1 Table of ContentsPART I ITEM 1. BUSINESSOverviewWe are a biopharmaceutical company that has historically focused on microRNA-based oncology therapeutics, which are short ribonucleic acid, orRNA, molecules, or oligonucleotides.Our first product candidate, MRX34, a mimic of naturally occurring microRNA 34 (miR 34) encapsulated in a liposomal nanoparticle formulation,was studied as a single agent in a Phase 1 clinical trial. In September 2016, we voluntarily halted the Phase 1 trial following multiple immune-related seriousadverse events, or SAEs, observed in patients dosed with MRX34 in the trial. Subsequently, we received notification from the U.S. Food and DrugAdministration, or the FDA, that the Investigational New Drug Application, or IND, for MRX34 is on full clinical hold. Following our suspension of thePhase 1 trial for MRX34 and the FDA’s clinical hold on the IND for MRX34, we discontinued development of MRX34 and our microRNA product pipeline.In November 2016, we discontinued research and development activities to reduce operating expenses while we evaluate our strategic alternativeswith a goal to enhance stockholder value, including the possibility of a merger or sale of the Company. We also initiated a plan in November 2016 to reducepersonnel and expenses to preserve capital and further streamline our operations consistent with our decision to discontinue development of MRX34 and ourmicroRNA product pipeline. We expect to devote significant time and resources to identifying and evaluating strategic alternatives, however, there can be noassurance that such activities will result in any agreements or transactions that will enhance shareholder value. Further, any strategic transaction that iscompleted ultimately may not deliver the anticipated benefits or enhance shareholder value.We were incorporated in 2007 under the laws of Delaware and were maintained as a wholly‑owned subsidiary of our former parent company,Asuragen, Inc., or Asuragen, until the end of 2009, when we became an independent entity.Our StrategyOur corporate strategy currently is focused on pursuing strategic initiatives to enhance stockholder value. We have implemented operating costreductions, organizational restructuring, including a recent reduction in our workforce, to reduce overall cash burn and facilitate our pursuit of strategicinitiatives. We have engaged a financial and strategic advisor to explore a range of alternatives to enhance stockholder value, including but not limited to amerger or the sale of the Company. Our strategic process is both active and ongoing and includes a range of interactions with transaction counterparties.Thus, we believe it is in our stockholders’ best interest to allow sufficient opportunity to pursue and consummate one or more such transactions and toconsider additional alternatives that may materialize in the future before making a decision regarding a liquidation of the Company.Our Historical microRNA PlatformMore than 10 years ago, while working at Ambion®, our scientists discovered through extensive microRNA expression and functional assay workthat microRNAs are expressed differently in cancer tissue compared to normal adjacent tissue and that several naturally occurring microRNAs function astumor suppressors by regulating the expression of key oncogenes and preventing the development, progression and dissemination of cancer.To enable therapeutic application of these tumor suppressor microRNAs, we pioneered technologies for creating RNA molecules that function asnatural microRNAs when they enter human cells. These RNA molecules, which we call microRNA mimics, may be used to replace those tumor suppressormicroRNAs that are lost, or under-expressed, in cancer cells. We pioneered the development of therapeutic miRNA mimics that feature two complementaryRNA strands that are hybridized to produce a double-stranded RNA. The active strand has a sequence that is identical to a microRNA normally expressed in acell, while the second, passenger strand is modified to facilitate proper loading of the active strand onto the cytoplasmic protein complex necessary formicroRNA function inside the cells. While similar in structure, microRNA mimics are clearly differentiated from small interfering RNAs (siRNAs) throughtheir biological heritage and activity. In contrast to the man-made sequences of siRNAs that target a single gene, microRNA mimics function like naturallyoccurring microRNAs to orchestrate the expression of many different genes to enable normal cell development and function. We believe our microRNAmimics have the mechanistic flexibility to be used as:•first-line agents in combination with current standards of care, including targeted therapies, immuno-oncology therapies, chemotherapies and/orradiation therapies;•monotherapies in advanced or refractory patient settings;2 Table of Contents•monotherapies in patients who would be intolerant of current standards of care; and•monotherapies in tumor settings that do not have any approved therapies.Delivery of microRNA Mimics to Target TissuesSystemic delivery of oligonucleotides, including microRNAs, has been a major challenge, principally due to the fact that after intravenousadministration these molecules have to overcome multiple barriers before reaching their ultimate place of action, which is the RNA-induced silencingcomplex (RISC) in the cytoplasm of cells.We have evaluated a wide variety of proprietary delivery systems with our microRNA compounds for in vivo and ex vivo testing. Based on thistesting, we previously selected SMARTICLES® formulation technology, licensed from Marina Biotech, Inc. as the delivery technology for miR‑34. miR-34was the target tumor suppressor microRNA of our first product candidate MRX34. In September 2016, the FDA placed the IND for MRX34 on full clinicalhold and we have discontinued development of MRX34 and our microRNA product pipeline.Product PipelineIn November 2016, we discontinued research and development activities to reduce operating expenses while we evaluate our strategic alternativeswith a goal to enhance stockholder value, including the possibility of a merger or sale of the Company. Prior to discontinuing our research and developmentactivities, we were developing a pipeline of tumor suppressor microRNA mimics. Each microRNA mimic in our pipeline was designed to replicate theactivity of a single tumor suppressor miRNA and regulate the expression of key oncogenes across multiple oncogenic pathways. We were granted therapeuticuse patent claims related to several tumor suppressor microRNAs as well as composition of matter claims for multiple chemistries and structures.Through execution of our in silico, in vitro and in vivo analysis of multiple tumor suppressor microRNAs we previously prioritized a pipeline ofcandidate molecules for further validation toward clinical candidate nomination. Before we discontinued our research and development activities inNovember 2016, each of these candidates was previously studied for therapeutic potential in specific cancer indications, as set forth in the table below: MicroRNAPROGRAMKEY ONCOGENE TARGETSPATHWAYSCANCER INDICATIONmiR-215BCL2, BMI1, DHFR, IGF, IGFR1,MDM2, PIM1, WNK1, XIAP, ZEB1/2Cell Cycle, Apoptosis, DNA Repair,EMTEsophageal, Kidney, Multiple MyelomamiR-101MYCN, EZH2, ERK2, FOS, MCL1,COX2, DNMT3A, VEGF, MET, ZEB1/2Angiogenesis, Cell Cycle, Apoptosis,EMT, InflammationBladder, Gastric, Lung, OvarianmiR-16BCL2, VEGF-A, Cyclin-D1, HMGA1,FGFR1, CDK6, BMI1Apoptosis, Autophagy, Angiogenesis,EMT, Cell CycleChronic Lymphocytic Leukemia,Lymphomalet-7RAS, MYC, HMGA2, TGFBR1,MYCN,Cyclin D2, IL6, ITGB3Cell Cycle, Angiogenesis, Cancer StemCell, EMTProstate, Pancreatic, MelanomaMRX34MRX34 is a double‑stranded RNA mimic of the tumor suppressor microRNA, miR‑34, encapsulated in a liposomal nanoparticle formulation calledSMARTICLES. Based on preclinical data and a potential new mechanism for the treatment of cancer, we opened IND applications in the United States andKorea and initiated our first-in-human Phase 1 clinical trial, titled MRX34-101. However, in September 2016, we voluntarily halted the Phase 1 trialfollowing multiple immune-related SAEs observed in patients dosed with MRX34 over the course of the trial. Three of these immune-related events resultedin the patient’s death. Subsequently, we received notification from the FDA that the IND for MRX34 is on full clinical hold. Following our suspension of thePhase 1 trial for MRX34 and the FDA’s clinical hold on the IND for MRX34, we discontinued development of MRX34 and our microRNA product pipeline.Intellectual PropertyWe have previously worked to protect and enhance the proprietary technologies that we believed were important to our business, including seekingand maintaining patents intended to cover our products and compositions, their methods of use and3 Table of Contentsany other inventions important to the development of our business. We have also relied on trade secrets to protect aspects of our business that are notamenable to, or that we do not consider appropriate for, patent protection.Our Patent PortfolioWe own or in-license a portfolio of patents and patent applications that has protected various aspects of our business. The patents and patentapplications that make up our patent portfolio have been primarily focused on various aspects of microRNA therapeutics. As of December 31, 2016, we ownor in-licensed over 10 issued U.S. patents and over 42 pending U.S. and ex-U.S. patent applications. The expiration dates of the currently issued patents rangefrom 2025 to 2032. We also have multiple pending patent applications that, if issued, will expire between 2025 and 2035.Patent TermThe term of individual patents and patent applications in our portfolio will depend upon the legal term of the patents in the countries in which theyare obtained. In most countries, the patent term is 20 years from the date of filing of the patent application (or parent application, if applicable). For example,if an international Patent Cooperation Treaty, or PCT, application is filed, any patent issuing from the PCT application in a specific country expires 20 yearsfrom the filing date of the PCT application. In the United States, however, if a patent was in force on June 8, 1995, or issued on an application that was filedbefore June 8, 1995, that patent will generally have a term that is the greater of twenty years from the filing date or 17 years from the date of issue.Under the Hatch-Waxman Act, the term of a patent that covers an FDA-approved drug or biological product may also be eligible for patent termextension, or PTE. PTE permits restoration of a portion of the patent term of a U.S. patent as compensation for the patent term lost during productdevelopment and the FDA regulatory review process if approval of the application for the product is the first permitted commercial marketing of a drug orbiological product containing the active ingredient. The patent term restoration period is generally one-half the time between the effective date of an INDand the submission date of a new drug application, or NDA, plus the time between the submission date of an NDA and the approval of that application. TheHatch-Waxman Act permits the owner of a patent to apply for a PTE for only one patent applicable to an approved drug, and the maximum period ofrestoration is five years beyond the expiration of the patent. A PTE cannot extend the remaining term of a patent beyond a total of 14 years from the date ofproduct approval, and a patent can only be extended once, and thus, even if a single patent is applicable to multiple products, it can only be extended basedon one product. Similar provisions may be available in Europe and certain other foreign jurisdictions to extend the term of a patent that covers an approveddrug. When possible, depending upon the length of clinical trials and other factors involved in the filing of an NDA, we expect to apply for PTEs for patentscovering our product candidates and their methods of use, or to work with our licensors, as owners of such patents, to obtain such extensions, if available.Strategic Partnerships and LicensesCPRITIn August 2010, we entered into a grant contract with the Cancer Prevention and Research Institute of Texas (CPRIT), under which we received a$10.3 million commercialization award from the State of Texas through CPRIT. CPRIT was established to expedite innovation and commercialization in thearea of cancer research and to enhance access to evidence-based prevention programs and services throughout the State of Texas. The award was a three-yearaward that was funded annually, and the contract terminated on January 31, 2014, subject to our obligations to make certain payments that survivetermination. Under the terms of the award, we will be required to pay to CPRIT a portion of our revenues from sales of certain products by us, or received fromour licensees or sublicensees, at a percentage in the low single digits until the aggregate amount of such payments equals a specified multiple of the grantamount, and thereafter at a rate of less than one percent, subject to our right, under certain circumstances, to make a one-time payment in a specified amountto CPRIT to buy out such payment obligations. The 2010 grant contract also contains a provision that provides for repayment to CPRIT some amount not toexceed the full amount of the grant proceeds under certain specified circumstances involving relocation of our principal place of business outside Texas.On September 1, 2015, we entered into a new grant contract with CPRIT in connection with an approximately $16.8 million award, subject toextension by mutual agreement by us and CPRIT. In October 2015, concurrent with our IPO, we realized this 2015 award in the form of an agreement byCPRIT to purchase approximately $16.8 million of shares of our common stock in a private placement. In contrast to our 2010 award, this 2015 award doesnot include any royalty obligation upon commercialization of our product candidates, nor are we required to repay the grant proceeds under specifiedcircumstances. Pursuant to this grant contract, we will conduct preclinical and clinical development of certain combination therapy approaches for lung orliver cancer involving MRX34. If, at any time during the term of the grant contract, we determine that the project provided for by the grant4 Table of Contentscontract is no longer commercially feasible for us, then we and CPRIT are required to consult in order to reallocate the remaining unspent budget for theproject to another oncology project in our product candidate pipeline.ManufacturingIn November 2016, we discontinued further research and development activities to reduce operating expenses while we evaluate our strategicalternatives with a goal to enhance stockholder value, including the possibility of a merger or sale of the Company. We do not currently own or operatefacilities for product manufacturing, storage and distribution or testing and we have previously contracted with third parties to manufacture our compoundsfor nonclinical and clinical testing purposes.Manufacturing is subject to extensive regulations that impose various procedural and documentation requirements, which govern recordkeeping,manufacturing processes and controls, personnel, quality control and quality assurance. If we resume research and development activities, our systems andcontractors would be required to be in compliance with these regulations.Drug SubstanceFollowing our suspension of the Phase 1 trial for MRX34 and the FDA’s clinical hold on the IND for MRX34, we discontinued development ofMRX34 and our microRNA product pipeline; however, we previously used NITTO DENKO Avecia, or Avecia, to manufacture our MRX34 drug substance.Drug ProductOur drug product for our microRNA mimics consists of the drug substance formulated in the SMARTICLES liposomal delivery system. The drugproduct was provided as a concentrated, frozen aqueous solution that was defrosted, thawed and diluted for infusion in the clinic. The exclusive manufacturerof drug product for MRX34 was Polymun; however, this product candidate has been discontinued and we have disposed of all of our finished product thatwas outstanding.Research and DevelopmentIn November 2016, we discontinued our research and development activities to reduce operating expenses while we evaluate our strategicalternatives with a goal to enhance stockholder value, including the possibility of a merger or sale of the Company. Before we discontinued our research anddevelopment activities, we conducted clinical trials and other development activities to support the development of our product candidates. In the yearsended December 31, 2016, 2015 and 2014, we incurred $13.9 million, $18.9 million, and $10.5 million, respectively, of research and development expense.Before we discontinued our research and development activities, our research programs were directed towards the following:•Determining if biomarkers can be used to select cancer patients who are more likely to respond to MRX34 therapy.•Selecting and developing a second miRNA‑based therapeutic candidate.•Developing a next‑generation systemic delivery technology that will improve the tolerability and efficacy profiles of miRNA mimics andexpand the cancer indications that can be targeted for therapeutic intervention.CompetitionThe biotechnology and pharmaceutical industries are characterized by intense and rapidly changing competition to develop new technologies andproprietary products. If we commence research and development activities, we would face potential competition from many different sources, including largerand better‑funded pharmaceutical and biotechnology companies.Government RegulationThe FDA and comparable regulatory authorities in state and local jurisdictions and in other countries impose substantial and burdensomerequirements upon companies involved in the clinical development, manufacture, marketing and distribution of drugs, such as those we are developing.These agencies and other federal, state and local entities regulate, among other things, the research and development, testing, manufacture, quality control,safety, effectiveness, labeling, storage, record keeping, approval, advertising and promotion, distribution, post-approval monitoring and reporting, samplingand export and import of our product candidates.In the United States, the FDA regulates drug products under the Federal Food, Drug and Cosmetic Act, or FFDCA, and the FDA’s implementingregulations. Drugs are also subject to other federal, state and local statutes and regulations. If we fail to5 Table of Contentscomply with applicable FDA or other requirements at any time during the drug development process, clinical testing, the approval process or after approval,we may become subject to administrative or judicial sanctions. These sanctions could include, among other things, the FDA’s refusal to approve pendingapplications, license suspension or revocation, withdrawal of an approval, warning letters, product recalls, clinical holds, product seizures, total or partialsuspension of production or distribution, injunctions, fines, civil penalties or criminal prosecution. Any FDA enforcement action could have a materialadverse effect on us.FDA approval is required before any new unapproved drug or dosage form, including a new use of a previously approved drug, can be marketed inthe United States. The process required by the FDA before a drug may be marketed in the United States generally involves:•completion of extensive nonclinical laboratory tests, nonclinical animal studies and formulation studies many of which must be performed inaccordance with the FDA’s current Good Laboratory Practice, or cGLP, regulations;•submission to the FDA of an IND application which must become effective before human clinical trials in the United States may begin;•approval by an independent Institutional Review Board (IRB) at each clinical trial site before each trial may be initiated;•performance of adequate and well-controlled human clinical trials to establish the safety and efficacy of the drug candidate for each proposedindication in accordance with the FDA’s current Good Clinical Practice (cGCP), regulations;•satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the drug is produced to assess compliance withcurrent Good Manufacturing Practice (cGMP), regulations;•submission to the FDA of an NDA;•satisfactory completion of a potential review by an FDA advisory committee, if applicable; and•FDA review and approval of the NDA prior to any commercial marketing, sale or shipment of the drug.The nonclinical and clinical testing and approval process requires substantial time, effort and financial resources, and, if we resume our research anddevelopment activities, we cannot be certain that any approvals for our product candidates will be granted on a timely basis, if at all. Nonclinical testsinclude laboratory evaluation of product chemistry, formulation, stability and toxicity, as well as animal studies to assess the characteristics and potentialsafety and efficacy of the product. The results of nonclinical tests, together with manufacturing information, analytical data and a proposed clinical trialprotocol and other information, are submitted as part of an IND to the FDA. Some nonclinical testing may continue even after the IND is submitted. The INDautomatically becomes effective 30 days after receipt by the FDA, unless the FDA, within the 30-day time period, raises concerns or questions relating to oneor more proposed clinical trials and places the clinical trial on a clinical hold, including concerns that human research subjects will be exposed tounreasonable health risks. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin. As a result, asubmission of an IND may not result in FDA authorization to commence a clinical trial. A separate submission to an existing IND must also be made for eachsuccessive clinical trial conducted during product development.Clinical trials involve the administration of the investigational drug to human subjects under the supervision of qualified investigators. Clinicaltrials are conducted under protocols detailing, among other things, the objectives of the clinical trial, the parameters to be used in monitoring safety and theeffectiveness criteria to be used. Each protocol must be submitted to the FDA as part of the IND. An IRB for each medical center proposing to conduct aclinical trial must also review and approve a plan for any clinical trial before it can begin at that center and the IRB must monitor the clinical trial until it iscompleted. The FDA, the IRB, or the sponsor may suspend or discontinue a clinical trial at any time on various grounds, including a finding that the subjectsare being exposed to an unacceptable health risk. Clinical testing also must satisfy cGCP requirements, including the requirement to obtain effectiveinformed consent from study subjects.All clinical research performed in the United States in support of an NDA must be authorized in advance by the FDA under the IND regulations andprocedures described above. However, a sponsor who wishes to conduct a clinical trial outside the United States may, but need not, obtain FDA authorizationto conduct the clinical trial under an IND. If a foreign clinical trial is not conducted under an IND, the sponsor may submit data from the clinical trial to theFDA in support of an NDA so long as the clinical trial is conducted in compliance with an international guideline for the ethical conduct of clinical researchknown as the Declaration of Helsinki and/or the laws and regulations of the country or countries in which the clinical trial is performed, whichever providesthe greater protection to the participants in the clinical trial.Clinical TrialsFor purposes of NDA submission and approval, clinical trials are typically conducted in three or four sequential phases, which may overlap or becombined.6 Table of Contents•Phase 1: Clinical trials are initially conducted in a limited population of subjects to test the drug candidate for safety, dose tolerance,absorption, metabolism, distribution and excretion in healthy humans or, on occasion, in patients with severe problems or life-threateningdiseases to gain an early indication of its effectiveness.•Phase 2: Clinical trials are generally conducted in a limited patient population to evaluate dosage tolerance and appropriate dosage, identifypossible adverse effects and safety risks, and evaluate preliminarily the efficacy of the drug for specific indications in patients with the diseaseor condition under study.•Phase 3: Clinical trials are typically conducted when Phase 2 clinical trials demonstrate that a dose range of the product candidate is effectiveand has an acceptable safety profile. Phase 3 clinical trials are commonly referred to as “pivotal” studies, which typically denotes a study thatpresents the data that the FDA or other relevant regulatory agency will use to determine whether or not to approve a drug. Phase 3 clinical trialsare generally undertaken with large numbers of patients, such as groups of several hundred to several thousand, to further evaluate dosage, toprovide substantial evidence of clinical efficacy and to further test for safety in an expanded and diverse patient population at multiple,geographically-dispersed clinical trial sites.•Phase 4: In some cases, the FDA may condition approval of an NDA for a product candidate on the sponsor’s agreement to conduct additionalclinical trials after NDA approval. In other cases, a sponsor may voluntarily conduct additional clinical trials post-approval to gain moreinformation about the drug. Such post approval trials are typically referred to as Phase 4 clinical trials.The FDA, the IRB or the clinical trial sponsor may suspend or terminate a clinical trial at any time on various grounds, including a finding that theresearch subjects are being exposed to an unacceptable health risk. Additionally, some clinical trials are overseen by an independent group of qualifiedexperts organized by the clinical trial sponsor, known as a data safety monitoring board or committee. This group provides authorization for whether or not atrial may move forward at designated check points based on access to certain data from the study.Concurrent with clinical trials, companies usually complete additional animal trials and must also develop additional information about thechemistry and physical characteristics of the drug and finalize a process for manufacturing the drug in commercial quantities in accordance with cGMPrequirements. The manufacturing process must be capable of consistently producing quality batches of the drug candidate and, among other things, themanufacturer must develop methods for testing the identity, strength, quality and purity of the final drug product. Additionally, appropriate packaging mustbe selected and tested and stability studies must be conducted to demonstrate that the drug candidate does not undergo unacceptable deterioration over itsshelf life.New Drug ApplicationsThe results of nonclinical studies and of the clinical trials, including negative or ambiguous results as well as positive findings, together with otherdetailed information, including extensive manufacturing information and information on the composition of the drug, are submitted to the FDA in the formof an NDA requesting approval to market the drug for one or more specified indications. The FDA reviews an NDA to determine, among other things, whethera drug is safe and effective for its intended use.Once an NDA has been accepted for filing, by law the FDA has 180 days to review the application and respond to the applicant. However, the reviewprocess is often significantly extended by FDA requests for additional information or clarification. Under the Prescription Drug User Fee Act, the FDA has agoal of responding to NDAs within 10 months of the filing date for standard review, but this timeframe is also often extended. The FDA may refer theapplication to an advisory committee for review, evaluation and recommendation as to whether the application should be approved. The FDA is not boundby the recommendation of an advisory committee, but it generally follows such recommendations. Before approving an application, the FDA will inspect thefacility or the facilities at which the finished drug product, and sometimes the active drug ingredient, is manufactured, and will not approve the drug unlesscGMP compliance is satisfactory. The FDA may also inspect the sites at which the clinical trials were conducted to assess their compliance, and will notapprove the drug unless compliance with cGCP requirements is satisfactory.After the FDA evaluates the NDA and conducts its inspections, it may issue an approval letter or a Complete Response Letter. An approval letterauthorizes commercial marketing of the drug with specific prescribing information for specific indications. A Complete Response Letter indicates that thereview cycle of the application is complete and the application is not ready for approval. A Complete Response Letter may require additional clinical dataand/or an additional pivotal Phase 3 clinical trial(s), and/or other significant, expensive and time-consuming requirements related to clinical trials,nonclinical studies or manufacturing. Even if such data are submitted, the FDA may ultimately decide that the NDA does not satisfy the criteria for approval.Data from clinical trials are not always conclusive and the FDA may interpret data differently than we interpret data. The FDA could also approve the NDAwith a Risk Evaluation and Mitigation Strategy (REMS) plan to mitigate risks, which could include medication guides, physician communication plans, orelements to assure safe use, such as restricted distribution methods, patient registries7 Table of Contentsand other risk minimization tools. The FDA also may conditionally approve the NDA, among other things, requiring changes to proposed labeling,development of adequate controls and specifications, or a commitment to conduct one or more post-market studies or clinical trials. Such post-market testingmay include Phase 4 clinical trials and surveillance to further assess and monitor the product’s safety and effectiveness after commercialization. Regulatoryapproval of oncology products often requires that patients in clinical trials be followed for long periods after approval to determine the overall survivalbenefit of the drug. The FDA has the authority to prevent or limit further marketing of a drug based on the results of these post-marketing programs.Drugs may be marketed only for the FDA approved indications and in accordance with the provisions of the approved labeling. Further, if there areany modifications to the drug, including changes in indications, labeling, or manufacturing processes or facilities, the applicant may be required to submitand obtain FDA approval of a new NDA or NDA supplement, which may require us to develop additional data or conduct additional nonclinical studies andclinical trials. Depending on the nature of the change proposed, an NDA supplement must be filed and approved before the change may be implemented. Formany proposed post-approval changes to an NDA, the FDA has up to 180 days to review the application. As with new NDAs, the review process is oftensignificantly extended by the FDA requests for additional information or clarification.The testing and approval processes require substantial time, effort and financial resources, and each may take several years to complete. Nonclinicaland clinical data may be interpreted by the FDA in different ways, which could delay, limit or prevent regulatory approval. We may encounter difficulties orunanticipated costs in our efforts to secure necessary governmental approvals, which could delay or preclude us from marketing drugs. The FDA may limitthe indications for use or place other conditions on any approvals that could restrict the commercial application of the drugs.Other Regulatory RequirementsAny drugs manufactured or distributed by us or our collaborators pursuant to FDA approvals would be subject to continuing regulation by the FDA,including recordkeeping requirements and reporting of adverse experiences associated with the drug. Drug manufacturers and their subcontractors arerequired to register their establishments with the FDA and certain state agencies, and are subject to periodic unannounced inspections by the FDA and certainstate agencies for compliance with ongoing regulatory requirements, including cGMPs, which impose certain procedural and documentation requirementsupon us and our third party manufacturers. Failure to comply with the statutory and regulatory requirements can subject a manufacturer to possible legal orregulatory action, such as warning letters, suspension of manufacturing, seizure of product, injunctive action or possible civil penalties.The FDA closely regulates the post-approval marketing and promotion of drugs, including standards and regulations for direct-to-consumeradvertising, off-label promotion, industry-sponsored scientific and educational activities and promotional activities involving the internet. A company canmake only those claims relating to safety and efficacy that are approved by the FDA. Failure to comply with these requirements can result in adversepublicity, warning letters, corrective advertising and potential civil and criminal penalties. Physicians may prescribe legally available drugs for uses that arenot described in the product’s labeling and that differ from those tested by us and approved by the FDA. Such off-label uses are common across medicalspecialties. Physicians may believe that such off-label uses are the best treatment for many patients in varied circumstances. The FDA does not regulate thebehavior of physicians in their choice of treatments. The FDA does, however, impose stringent restrictions on manufacturers’ communications regarding off-label use.Expedited Review and Accelerated Approval ProgramsA sponsor may seek approval of its product candidate under programs designed to accelerate FDA’s review and approval of NDAs. For example, FastTrack Designation may be granted to a drug intended for treatment of a serious or life-threatening disease or condition that has potential to address unmetmedical needs for the disease or condition. The key benefits of fast track designation are potential eligibility for priority review, rolling review (submission ofportions of an application before the complete marketing application is submitted), and accelerated approval, if relevant criteria are met. Based on results ofclinical studies submitted in an NDA, upon the request of an applicant, the FDA may grant the NDA a priority review designation, which sets the target datefor FDA action on the application at six months after the FDA accepts the application for filing. Priority review is granted where there is evidence that theproposed product would be a significant improvement in the safety or effectiveness of the treatment, diagnosis, or prevention of a serious condition. If criteriaare not met for priority review, the application is subject to the standard FDA review period of 10 months after FDA accepts the application for filing. Priorityreview designation does not change the scientific/medical standard for approval or the quality of evidence necessary to support approval.Under the accelerated approval program, the FDA may approve an NDA on the basis of either a surrogate endpoint that is reasonably likely topredict clinical benefit, or on a clinical endpoint that can be measured earlier than irreversible morbidity or mortality, that is reasonably likely to predict aneffect on irreversible morbidity or mortality or other clinical benefit, taking into8 Table of Contentsaccount the severity, rarity, or prevalence of the condition and the availability or lack of alternative treatments. Post-marketing studies or completion ofongoing studies after marketing approval are generally required to verify the drug’s clinical benefit in relationship to the surrogate endpoint or ultimateoutcome in relationship to the clinical benefit. In addition, the Food and Drug Administration Safety and Innovation Act, or FDASIA, which was enacted andsigned into law in 2012, established the new Breakthrough Therapy designation. A sponsor may seek FDA designation of its product candidate as abreakthrough therapy if the drug is intended, alone or in combination with one or more other drugs, to treat a serious or life-threatening disease or conditionand preliminary clinical evidence indicates that the drug may demonstrate substantial improvement over existing therapies on one or more clinicallysignificant endpoints, such as substantial treatment effects observed early in clinical development.Orphan Drug Designation and ExclusivityUnder the Orphan Drug Act, the FDA may grant orphan drug designation to drugs intended to treat a rare disease or condition, which is generallydefined as a disease or condition that affects fewer than 200,000 individuals in the United States. Orphan drug designation must be requested beforesubmitting an NDA. In the United States, orphan drug designation entitles a party to financial incentives such as opportunities for grant funding towardsclinical trial costs, tax advantages and user-fee waivers. After the FDA grants orphan drug designation, the generic identity of the drug and its potentialorphan use are disclosed publicly by the FDA. Orphan drug designation does not convey any advantage in, or shorten the duration of, the regulatory reviewand approval process. The first NDA applicant to receive FDA approval for a particular active ingredient to treat a particular disease with FDA orphan drugdesignation is entitled to a seven-year exclusive marketing period in the United States for that product, for that indication. During the seven-year exclusivityperiod, the FDA may not approve any other applications to market the same drug for the same orphan indication, except in limited circumstances, such as ashowing of clinical superiority to the product with orphan exclusivity or if FDA finds that the holder of the orphan drug exclusivity has not shown that it canassure the availability of sufficient quantities of the orphan drug to meet the needs of patients with the disease or condition for which the drug wasdesignated. However, the FDA can still approve other drugs that have a different active ingredient for use in treating the same indication or disease. We havenot sought or obtained orphan drug designation for any of our product candidates.EmployeesAs of March 3, 2017, we had 9 full‑time employees, of whom two have medical degrees and one has a Ph.D. degree. These employees are primarilyengaged in assisting the Company with the evaluation of strategic alternatives following the closure of the Company's Phase 1 trial of MRX34, as well asfinance, human resources and general management functions necessary to operate as a public company. We have no collective bargaining agreements withour employees and we have not experienced any work stoppages. We consider our relations with our employees to be good.About UsWe were incorporated in late 2007 under the laws of Delaware and were maintained as a wholly-owned subsidiary of our former parent company,Asuragen, Inc., until the end of 2009 when we became an independent entity. We completed the initial public offering of our common stock in October 2015.Our common stock is currently listed on The NASDAQ Global Market under the symbol “MIRN.” We are an “emerging growth company” under theJumpstart Our Business Startups Act of 2012, and therefore we are subject to reduced public company reporting requirements.Our principal executive offices are located at 1250 S. Capital of Texas Highway, Austin, TX 78746 and our telephone number is (512) 329-2450.Our website address is www.mirnarx.com. The information contained on, or that can be accessed through, our website is not part of this Annual Report onForm 10-K or any other filings we make with the U.S. Securities and Exchange Commission, or the SEC. We have included our website address in thisdocument solely as an inactive textual reference.Available InformationWe make available on or through our website certain reports and amendments to those reports that we file with, or furnish to, the SEC in accordancewith the Securities Exchange Act of 1934, as amended, or the Exchange Act. These include our Annual Reports on Form 10-K, our Quarterly Reports on Form10-Q and our Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. Wemake this information available on or through our website free of charge as soon as reasonably practicable after we electronically file the information with, orfurnish it to, the SEC. Copies of this information may be obtained at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549.Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a website thatcontains reports, proxy and information statements, and other information regarding our filings, at www.sec.gov. The information on, or that can be accessedthrough, our website is not incorporated by reference into this document or any other filings we make with the SEC.9 Table of ContentsITEM 1A. RISK FACTORSOur business involves a high degree of risk. You should consider carefully the following risks, together with all the other information in this periodicreport, including our financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results ofOperations.” If any of the following risks actually materializes, our operating results, financial condition and liquidity could be materially adverselyaffected. As a result, the trading price of our common stock could decline. Additional risks and uncertainties not presently known to us or that we currentlydeem immaterial also may impair our business operations.Risk FactorsRisks Related to Our Evaluation of Strategic AlternativesOur business to date has been almost entirely dependent on the success of MRX34, and we have decided to discontinue further development of MRX34 andour microRNA product pipeline and devote significant time and resources to identifying and evaluating strategic alternatives, which may not besuccessful.To date, we have invested substantially all of our efforts and financial resources in the research and development of MRX34, which was our onlyproduct candidate to enter in clinical trials. On September 20, 2016, we voluntarily halted the Phase 1 trial following multiple immune-related SAEs and theIND for MRX34 was placed on full clinical hold. In November 2016, we discontinued research and development activities to reduce operating expenseswhile we evaluate our strategic alternatives with a goal to enhance stockholder value, including the possibility of a merger or sale of the Company. There canbe no assurance that our process to identify and evaluate potential strategic alternatives will result in any definitive offer to consummate a strategictransaction, or if made what the terms thereof will be or that any transaction will be approved or consummated. If any definitive offer to consummate astrategic transaction is received, there can be no assurance that a definitive agreement will be executed or that, if a definitive agreement is executed, thetransaction will be consummated. In addition, there can be no assurance that any transaction, involving our company and/or assets, that is consummatedwould enhance shareholder value. There can be no assurance that this transaction would enhance shareholder value. There also can be no assurance that wewill conduct further drug research or development activities in the future.Any such strategic transaction may require us to incur non-recurring or other charges, may increase our near-and long-term expenditures and maypose significant integration challenges or disrupt our management or business, which could adversely affect our operations and financial results. Forexample, these transactions may entail numerous operational and financial risks, including:•exposure to unknown liabilities;•incurrence of substantial debt or dilutive issuances of equity securities to pay for acquisitions;•higher-than-expected acquisition and integration costs;•write-downs of assets or goodwill or impairment charges;•increased amortization expenses;•difficulty and cost in combining the operations and personnel of any acquired businesses with our operations and personnel;•impairment of relationships with key suppliers or customers of any acquired businesses due to changes in management and ownership; and•inability to retain key employees of our company or any acquired businesses.If we do not successfully consummate a strategic transaction, our board of directors may decide to pursue a dissolution and liquidation of our company. Insuch an event, the amount of cash available for distribution to our stockholders will depend heavily on the timing of such liquidation as well as the amountof cash that will need to be reserved for commitments and contingent liabilities.There can be no assurance that the process to identify a strategic transaction will result in a successfully consummated transaction. If no transactionis completed, our board of directors may decide to pursue a dissolution and liquidation of our company. In such an event, the amount of cash available fordistribution to our stockholders will depend heavily on the timing of such decision and, ultimately, such liquidation, since the amount of cash available fordistribution continues to decrease as we fund our10 Table of Contentsoperations while we evaluate our strategic alternatives. In addition, if our board of directors were to approve and recommend, and our stockholders were toapprove, a dissolution and liquidation of our company, we would be required under Delaware corporate law to pay our outstanding obligations, as well as tomake reasonable provision for contingent and unknown obligations, prior to making any distributions in liquidation to our stockholders. Our commitmentsand contingent liabilities may include (i) obligations under our employment and related agreements with certain employees that provide for severance andother payments following a termination of employment occurring for various reasons, including a change in control of our company; (ii) potential litigationagainst us, and other various claims and legal actions arising in the ordinary course of business; and (iii) non-cancelable facility lease obligations. As a resultof this requirement, a portion of our assets may need to be reserved pending the resolution of such obligations. In addition, we may be subject to litigation orother claims related to a dissolution and liquidation of our company. If a dissolution and liquidation were pursued, our board of directors, in consultationwith its advisors, would need to evaluate these matters and make a determination about a reasonable amount to reserve. Accordingly, holders of our commonstock could lose all or a significant portion of their investment in the event of a liquidation, dissolution or winding up of our company.We are substantially dependent on our remaining employees to facilitate the consummation of a strategic transaction.Our ability to successfully complete a strategic transaction depends in large part on our ability to retain certain of our remaining personnel,particularly Paul Lammers, M.D., M.Sc., our president and chief executive officer. Despite our efforts to retain these employees, one or more may terminatetheir employment with us on short notice. The loss of the services of any of these employees could potentially harm our ability to evaluate and pursuestrategic alternatives, as well as fulfill our reporting obligations as a public company.Risks Related to Our Limited Operating History, Financial Position and Capital RequirementsWe have incurred significant losses since inception. We anticipate that we will continue to incur significant losses for the foreseeable future, and if we areunable to achieve and sustain profitability, the market value of our common stock will likely decline.We are a biopharmaceutical company with a limited operating history. Biopharmaceutical product development is a highly speculative undertakingand involves a substantial degree of risk. We have not generated any product revenues and we do not expect to generate any product revenues for theforeseeable future. We have incurred losses in each year since our founding in 2007 and we expect to continue to incur significant operating losses for theforeseeable future. The amount of future losses is uncertain. None of our product candidates has been approved for sale. We have historically devotedsubstantially all of our efforts to research and development, including our preclinical and nonclinical development activities. In November 2016, wediscontinued research and development activities to reduce operating expenses while we evaluate our strategic alternatives with a goal to enhancestockholder value, including the possibility of a merger or sale of the Company. To date, we have derived all of our funding from our collaboration with ourformer parent company, Asuragen, Inc., or Asuragen, private and public placements of our capital stock and government grants for research and development.Our net loss for the year ended December 31, 2016 was $26.3 million. Since inception, we have incurred net losses leading to an accumulated deficit ofapproximately $102.8 million as of December 31, 2016.We expect to continue to incur significant expenses and operating losses for the foreseeable future as we evaluate strategic alternatives with a goalto enhance stockholder value, including the possibility of a merger or sale of the Company. Our prior losses, combined with expected future losses, have hadand will continue to have an adverse effect on our stockholders’ equity and working capital. If we are unable to achieve and sustain profitability, the marketvalue of our common stock will likely decline. Because of the numerous risks and uncertainties associated with developing biopharmaceutical products, weare unable to predict the extent of any future losses or whether we will become profitable.Our short operating history may make it difficult to evaluate the success of our business to date and to assess our future viability.We are a biopharmaceutical company that was founded in 2007 and did not exist as a standalone company until 2009. Our operations to date havebeen limited to organizing and staffing our company, business planning, raising capital, acquiring and developing our technology, identifying andevaluating potential product candidates and delivery technologies, undertaking nonclinical studies, filing an IND application with the FDA, and conductinga Phase 1 clinical trial of MRX34. None of our product candidates are in clinical development and, in November 2016, we discontinued our research anddevelopment activities relating to our product candidates that were in preclinical development. We have not demonstrated our ability to initiate clinicaltrials for product candidates other than MRX34, or successfully complete any clinical trials, including large‑scale, pivotal clinical trials, obtain marketingapprovals, manufacture a commercial scale medicine, or arrange for a third party to do so on our behalf, or conduct sales and marketing activities necessaryfor successful commercialization. Typically, it takes many years to develop one new product candidate from the time it is discovered to when it is availablefor treating patients. Consequently, any predictions11 Table of Contentsabout our future success or viability, or any evaluation of our business or prospects, may not be as accurate as they could be if we had a longer operatinghistory. In addition, as a new business, we may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown challenges.Risks Related to Product Development and CommercializationWe face potential product liability, and, if successful claims are brought against us, we may incur substantial liability and costs. If the use or misuse of ourproduct candidates harms patients, or is perceived to harm patients even when such harm is unrelated to our product candidates, we could be subject tocostly and damaging product liability claims. If we are unable to obtain adequate insurance or are required to pay for liabilities resulting from a claimexcluded from, or beyond the limits of, our insurance coverage, a material liability claim could adversely affect our financial condition.The use or misuse of our product candidates in clinical trials exposes us to the risk of product liability claims. Product liability claims might bebrought against us by consumers, healthcare providers, pharmaceutical companies or others selling or otherwise coming into contact with our products. Thereis a risk that our product candidates may induce adverse events. If we cannot successfully defend against product liability claims, we could incur substantialliability and costs. Certain oligonucleotide therapeutics and liposomal drug delivery products have shown injection site reactions, infusion reactions, andpro-inflammatory effects, and may also lead to organ dysfunction, including impairment of kidney or liver function. There is a risk that our productcandidates may induce similar adverse events. Patients with the diseases targeted by our product candidates are often already in severe and advanced stagesof disease and have both known and unknown significant pre‑existing and potentially life‑threatening health risks. During the course of treatment, patientsmay suffer adverse events, including death, for reasons that may be related to our product candidates. Such events could subject us to costly litigation,require us to pay substantial amounts of money to injured patients, delay, negatively impact or end our opportunity to receive or maintain regulatoryapproval to market our products, or require us to suspend or abandon our commercialization efforts. Even in a circumstance in which we do not believe thatan adverse event is related to our products, the investigation into the circumstance may be time-consuming or inconclusive. As a result of these factors, aproduct liability claim, even if successfully defended, could have a material adverse effect on our business, financial condition or results of operations.We have product liability insurance that we feel is appropriate for our stage of development, which covers clinical trials in the United States, for upto $1 million per occurrence, up to an aggregate limit of $5 million; however, our insurance may be insufficient to reimburse us for any expenses or losses wemay suffer. Our product liability insurance policy for clinical trials completed in the United States expires on December 31, 2017. In addition, we haveproduct liability insurance, which covers clinical trials in the Republic of Korea, for up to KRW 625,000,000 per occurrence, or approximately $500,000, upto an aggregate limit of KRW 2,500,000,000 or approximately $2,000,000. Our product liability insurance policy for clinical trials completed in theRepublic of Korea includes one additional year of coverage expiring on October 11, 2017. We do not know whether we will be able to continue to obtainproduct liability coverage and obtain expanded coverage if we require it, in sufficient amounts to protect us against losses due to liability, on acceptableterms, or at all. We may not have sufficient resources to pay for any liabilities resulting from a claim excluded from, or beyond the limits of, our insurancecoverage. Where we have provided indemnities in favor of third parties under our agreements with them, there is also a risk that these third parties could incurliability and bring a claim under such indemnities. An individual may bring a product liability claim against us alleging that one of our product candidatesor products causes, or is claimed to have caused, an injury or is found to be unsuitable for consumer use. Any such product liability claims may includeallegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability, and a breach ofwarranties. Claims could also be asserted under state consumer protection acts. Any product liability claim brought against us, with or without merit, couldresult in:•initiation of investigations by regulators;•substantial costs of litigation, including monetary awards to patients or other claimants;•liabilities that substantially exceed our product liability insurance, which we would then be required to pay ourselves;•an increase in our product liability insurance rates or the inability to maintain insurance coverage in the future on acceptable terms, if at all;•the diversion of management’s attention from our business; and•damage to our reputation and the reputation of our products and our technology.Product liability claims may subject us to the foregoing and other risks, which could have a material adverse effect on our business, financialcondition, results of operations and prospects.12 Table of ContentsRisks Related to Our Reliance on Third PartiesIf we attempt to form collaborations in the future with respect to our product candidates, we may not be able to do so.We may attempt to form strategic alliances, create joint ventures or collaborations or enter into licensing arrangements with third parties with respectto our programs that we believe will complement or augment our existing business. We may face significant competition in seeking appropriate strategicpartners, and the negotiation process to secure appropriate terms is time-consuming and complex. We may not be successful in our efforts to establish such astrategic partnership for any product candidates and programs on terms that are acceptable to us, or at all. This may be because our product candidates andprograms may be deemed to be at too early of a stage of development for collaborative effort, our research and development pipeline may be viewed asinsufficient, the competitive or intellectual property landscape may be viewed as too intense or risky, and/or third parties may not view our productcandidates and programs as having sufficient potential for commercialization, including the likelihood of an adequate safety and efficacy profile.If we entered into a collaboration, we may be unable to realize the potential benefits of any collaboration.If we enter into a collaboration with respect to the development and/or commercialization of one or more product candidates, there is no guaranteethat the collaboration would be successful. Collaborations may pose a number of risks, including:•collaborators often have significant discretion in determining the efforts and resources that they will apply to the collaboration, and may notcommit sufficient resources to the development, marketing or commercialization of the product or products that are subject to the collaboration;•collaborators may not perform their obligations as expected;•any such collaboration may require us to relinquish potentially valuable rights to our current product candidates, potential products orproprietary technologies or grant licenses on terms that are not favorable to us;•collaborators may cease to devote resources to the development or commercialization of our product candidates if the collaborators view ourproduct candidates as competitive with their own products or product candidates;•disagreements with collaborators, including disagreements over proprietary rights, contract interpretation or the course of development, mightcause delays or termination of the development or commercialization of product candidates, and might result in legal proceedings, which wouldbe time-consuming, distracting and expensive;•collaborators may be impacted by changes in their strategic focus or available funding, or business combinations involving them, which couldcause them to divert resources away from the collaboration;•collaborators may infringe the intellectual property rights of third parties, which may expose us to litigation and potential liability;•the collaborations may not result in us achieving revenues to justify such transactions; and•collaborations may be terminated and, if terminated, may result in a need for us to raise additional capital to resume further development orcommercialization of the applicable product candidate.As a result, a collaboration may not result in the successful development or commercialization of our product candidates.Reliance on government funding for our programs may add uncertainty to our research and commercialization efforts with respect to those programs thatare tied to such funding and may impose requirements that limit our ability to take certain actions, increase the costs of commercialization and productionof product candidates developed under those programs and subject us to potential financial penalties, which could materially and adversely affect ourbusiness, financial condition and results of operations.During the course of our development of our product candidates, we have been funded in significant part through federal and state grants, includingbut not limited to the substantial funding we have received from the Texas Emerging Technology Fund and the Cancer Prevention and Research Institute ofTexas, or CPRIT. In addition to the funding we have received to date, we have in the past applied for federal and state grants to receive additional funding.Contracts and grants funded by the U.S. government, state governments and their related agencies, including our contracts with the State of Texas pertainingto funds we have already received, include provisions that reflect the government’s substantial rights and remedies, many of which are not typically found incommercial contracts, including powers of the government to:•potentially require repayment of all or a portion of the grant proceeds, in certain cases with interest, in the event we violate certain covenantspertaining to various matters that include any potential relocation outside of the State of Texas, failure to achieve certain milestones or tocomply with terms relating to use of grant proceeds, or failure to comply with certain laws;•terminate agreements, in whole or in part, for any reason or no reason;13 Table of Contents•reduce or modify the government’s obligations under such agreements without the consent of the other party;•claim rights, including intellectual property rights, in products and data developed under such agreements;•audit contract-related costs and fees, including allocated indirect costs;•suspend the contractor or grantee from receiving new contracts pending resolution of alleged violations of procurement laws or regulations;•impose U.S. manufacturing requirements for products that embody inventions conceived or first reduced to practice under such agreements;•impose qualifications for the engagement of manufacturers, suppliers and other contractors as well as other criteria for reimbursements;•suspend or debar the contractor or grantee from doing future business with the government;•control and potentially prohibit the export of products;•pursue criminal or civil remedies under the False Claims Act, False Statements Act and similar remedy provisions specific to governmentagreements; and•limit the government’s financial liability to amounts appropriated by the U.S. Congress on a fiscal‑year basis, thereby leaving some uncertaintyabout the future availability of funding for a program even after it has been funded for an initial period.In addition to those powers set forth above, the government funding we may receive could also impose requirements to make payments based uponsales of our products in the future, if any. For example, under the terms of our 2010 award from CPRIT, we are required to pay CPRIT a portion of ourrevenues from sales of certain products by us, or received from our licensees or sublicensees, at a percentage in the low single digits until the aggregateamount of such payments equals a specified multiple of the grant amount, and thereafter at a rate of less than one percent, subject to our right, under certaincircumstances, to make a one‑time payment in a specified amount to CPRIT to buy out such payment obligations. In addition, the 2010 grant contract alsocontains a provision that provides for repayment to CPRIT some amount not to exceed the full amount of the grant proceeds under certain specifiedcircumstances involving relocation of our principal place of business outside Texas. See also “Business-Strategic Partnerships and Licenses” for a descriptionof this CPRIT agreement, which includes a description of our obligations to make royalty payments.We may not have the right to prohibit the U.S. government from using certain technologies developed by us, and we may not be able to prohibitthird-party companies, including our competitors, from using those technologies in providing products and services to the U.S. government. The U.S.government generally takes the position that it has the right to royalty-free use of technologies that are developed under U.S. government contracts. Theseand other provisions of government grants may also apply to intellectual property we license now or in the future.In addition, government contracts and grants normally contain additional requirements that may increase our costs of doing business, reduce ourprofits, and expose us to liability for failure to comply with these terms and conditions. These requirements include, for example:•specialized accounting systems unique to government contracts and grants;•mandatory financial audits and potential liability for price adjustments or recoupment of government funds after such funds have been spent;•public disclosures of certain contract and grant information, which may enable competitors to gain insights into our research program; and•mandatory socioeconomic compliance requirements, including labor standards, non‑discrimination and affirmative action programs andenvironmental compliance requirements.If we fail to maintain compliance with any such requirements that may apply to us now or in the future, we may be subject to potential liability andto termination of our contracts.Risks Related to Administrative OperationsRecent changes in our executive leadership and any similar changes in the future may serve as a significant distraction for our management andemployees.Since the beginning of 2016, there have been three changes to our executive leadership team. In May 2016, we transitioned our Chief MedicalOfficer from Dr. Sinil Kim to Dr. Vincent O’Neill and, in June 2016, we mutually agreed with Dr. Miguel Barbosa that Dr. Barbosa would resign as our ChiefScientific Officer. Effective in December 2016, we terminated the employment of Jon Irvin, our Vice President of Finance, in connection with ourrestructuring as part of a plan to reduce operating costs. Such changes, or any other future changes in our executive leadership, may disrupt our operations aswe adjust to the reallocation of14 Table of Contentsresponsibilities and assimilate new leadership and, potentially, differing perspectives on our strategic direction. If the transition in executive leadership is notsmooth, the resulting disruption could negatively affect our ability to execute our strategic plan.Our internal computer systems, or those of our CROs or other contractors or consultants, may fail or suffer security breaches.Despite the implementation of security measures, our internal computer systems and those of our CROs (if any) and other contractors and consultantsare vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. Whilewe have not experienced any such system failure, accident or security breach to date, if such an event were to occur and cause interruptions in our operations,it could result in a material disruption of our programs. For example, the loss of clinical trial data from completed or ongoing clinical trials for any of ourproduct candidates could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. To the extentthat any disruption or security breach results in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietaryinformation, including the confidential medical information of clinical trial participants, we could incur liability.Our employees, independent contractors, principal investigators, CROs, consultants and vendors may engage in misconduct or other improper activities,including noncompliance with regulatory standards and requirements.We are exposed to the risk that our employees, independent contractors, principal investigators, CROs, consultants and vendors, if any, may engagein fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorizedactivities to us that violates: (i) FDA regulations, including those laws requiring the reporting of true, complete and accurate information to the FDA;(ii) manufacturing standards; (iii) federal and state healthcare fraud and abuse laws and regulations; or (iv) laws that require the true, complete and accurateinformation or data. Specifically, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulationsintended to prevent fraud, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing,discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Activities subject to these laws alsoinvolve the improper use of information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to ourreputation. It is not always possible to identify and deter misconduct by our employees and other third parties, and the precautions we take to detect andprevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or otheractions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against us, and we are notsuccessful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of civil,criminal and administrative penalties, damages, monetary fines, possible exclusion from participation in Medicare, Medicaid and other federal healthcareprograms, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of our operations, any of which could adverselyaffect our ability to operate our business and our results of operations.Requirements associated with being a public company have increased and will continue to increase our costs significantly, as well as divert significantcompany resources and management attention.Prior to our initial public offering in 2015, we were not subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, orthe Exchange Act, or the other rules and regulations of the Securities and Exchange Commission, or SEC, or any securities exchange relating to publiccompanies. We are working with our legal, independent accounting and financial advisors to identify those areas in which changes should be made to ourfinancial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance,corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes inthese and other areas. However, the expenses associated with operating as a public company are material, particularly after we cease to be an “emerginggrowth company.” Compliance with the various reporting and other requirements applicable to public companies also requires considerable time andattention of management. In addition, the changes we have made, and continue to make, may not be sufficient to allow us to satisfy our obligations as apublic company on a timely basis, or at all.However, for as long as we remain an “emerging growth company” as defined in the Jumpstart our Business Startups Act, or the JOBS Act, we maytake advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growthcompanies,” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosureobligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbindingadvisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Because the JOBS Act hasonly recently been enacted, it is not yet clear whether investors will accept the more limited disclosure requirements that we may be entitled to follow whilewe are an “emerging growth company.” If they do not, we may elect to comply with15 Table of Contentsdisclosure requirements as if we were not an “emerging growth company,” in which case we would incur the greater expenses associated with such disclosurerequirements.We will remain an “emerging growth company” for up to five years after the completion of our initial public offering, although if the market value ofour common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time or if we have total annual gross revenues of$1 billion or more during any fiscal year before that time, we would cease to be an “emerging growth company” as of the end of that fiscal year, or if we issuemore than $1 billion in non‑convertible debt in a three-year period, we would cease to be an “emerging growth company” immediately.In addition, being a public company could make it more difficult or costly for us to obtain certain types of insurance, including directors’ andofficers’ liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same orsimilar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors,our board committees or as executive officers.If we are not able to implement the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 in a timely manner or with adequate compliance, wemay be subject to sanctions by regulatory authorities.Section 404 of the Sarbanes‑Oxley Act of 2002 requires that we evaluate and determine the effectiveness of our internal controls over financialreporting and, beginning with our annual report for fiscal year 2016, provide a management report on the internal control over financial reporting. If we havea material weakness in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materiallymisstated. We will be evaluating our internal controls systems to allow management to report on, and eventually allow our independent auditors to attest to,our internal controls. We will be performing the system and process evaluation and testing (and any necessary remediation) required to comply with themanagement certification and eventual auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002. The aforementioned auditorattestation requirements will not apply to us until we are no longer considered an “emerging growth company.”We cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or the impact of the same on our operations. Ifwe are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, we may be subject to sanctions orinvestigation by regulatory authorities, such as the SEC or The NASDAQ Stock Market LLC, or NASDAQ. Any such action could adversely affect ourfinancial results or investors’ confidence in us and could cause our stock price to fall. Moreover, if we are not able to comply with the requirements ofSection 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal controls that are deemedto be material weaknesses, we could be subject to sanctions or investigations by the SEC, NASDAQ or other regulatory authorities, which would entailexpenditure of additional financial and management resources and could materially adversely affect our stock price. Deficient internal controls could alsocause us to fail to meet our reporting obligations or cause investors to lose confidence in our reported financial information, which could have a negativeeffect on our stock price.Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.We have incurred substantial losses during our history and were not profitable in 2016 and may never achieve profitability. To the extent that wecontinue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire. We may beunable to use these losses to offset income before such unused losses expire. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended,or the Code, if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in its equityownership over a three-year period, the corporation’s ability to use its pre-change net operating loss, or NOL, carryforwards and other pre-change taxattributes to offset its post-change income or taxes may be further limited. We believe that we have experienced at least one ownership change in the past. Wemay also experience additional ownership changes as a result of subsequent shifts in our stock ownership. Accordingly, our ability to use our pre-changeNOL carryforwards to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us.For these reasons, we may not be able to utilize any or a material portion of our NOL carryforwards and other tax attributes.We, or the third parties upon whom we depend, may be adversely affected by natural disasters and our business continuity and disaster recovery plans maynot adequately protect us from a serious disaster.Natural disasters could severely disrupt our operations, and have a material adverse effect on our business, financial condition and results ofoperations. If a natural disaster, power outage or other event occurred that prevented us from using all or a significant portion of our headquarters, thatdamaged critical infrastructure, such as our enterprise financial systems or manufacturing resource planning and enterprise quality systems, or that otherwisedisrupted operations, it may be difficult or, in16 Table of Contentscertain cases, impossible for us to continue our business for a substantial period of time. The disaster recovery and business continuity plans we have in placecurrently are limited and are unlikely to prove adequate in the event of a serious disaster or similar event. We may incur substantial expenses as a result of thelimited nature of our disaster recovery and business continuity plans, which could have a material adverse effect on our business.Furthermore, if we resume our research and development activities and integral parties in our supply chain are geographically concentrated andoperating from single sites, this would increasing their vulnerability to natural disasters or other sudden, unforeseen and severe adverse events. If such anevent were to affect such parties in our supply chain, it could have a material adverse effect on our business.Risks Related to Intellectual PropertyIf we are sued for infringing the patent rights or misappropriating the trade secrets of third parties, such litigation could be costly and time consuming.It is also possible that we have failed to identify relevant third-party patents or applications. For example, applications filed before November 29,2000 and certain applications filed after that date that will not be filed outside the United States remain confidential until patents issue. Moreover, it isdifficult for industry participants, including us, to identify all third-party patent rights that may be relevant to our product candidates and technologiesbecause patent searching is imperfect due to differences in terminology among patents, incomplete databases and the difficulty in assessing the meaning ofpatent claims. We may fail to identify relevant patents or patent applications or may identify pending patent applications of potential interest but incorrectlypredict the likelihood that such patent applications may issue with claims of relevance to our technology. In addition, we may be unaware of one or moreissued patents that would be infringed by the manufacture, sale or use of a current or future product candidate, or we may incorrectly conclude that a third-party patent is invalid, unenforceable or not infringed by our activities. Additionally, pending patent applications that have been published can, subject tocertain limitations, be later amended in a manner that could cover our technologies, our products or the use of our products.There is a substantial amount of intellectual property litigation in the biotechnology and pharmaceutical industries, and we may become party to, orthreatened with, litigation or other adversarial proceedings regarding patent rights with respect to our technology or products candidates, includinginterferences, oppositions and inter partes review proceedings before the USPTO and corresponding foreign patent offices. We also monitor patentprosecution activities and pending applications of competitors and potential competitors in our field in order to identify third party patent rights that couldpose a potential threat to our freedom to operate in the market with respect to our product candidates, once commercialized. We are currently pursuing andmay in the future pursue available administrative proceedings in the U.S. or foreign patent offices to challenge third party patent rights that could adverselyimpact our ability to commercialize one or more of our product candidates. As the biotechnology and pharmaceutical industries expand and more patents areissued, the risk increases that our current or future product candidates may be subject to claims of infringement of the patent rights of third parties, who mayassert infringement claims against us based on existing or future patent rights. Third parties may assert that we are employing their proprietary technologywithout authorization. There may be third-party patents or patent applications with claims to materials, formulations, methods of manufacture or methods fortreatment related to the use or manufacture of our product candidates and third parties could allege that our technology infringes such claims. Further,because patent applications can take many years to issue, third parties may have currently pending patent applications which may later result in issuedpatents that our product candidates may infringe, or which such third parties claim are infringed by the use of our technologies. The outcome of patentlitigation is subject to uncertainties that cannot be adequately quantified in advance. The pharmaceutical and biotechnology industries have produced asignificant number of patents, and it may not always be clear to industry participants, including us, which patents cover various types of products or methodsof use. The coverage of patents is subject to interpretation by the courts, and the interpretation is not always uniform. If we are sued for patent infringement,we would need to demonstrate that our product candidates, products or methods either do not infringe the patent claims of the relevant patent or that thepatent claims are invalid, and we may not be able to do this. Proving that a patent is invalid is difficult. For example, in the United States, proving invalidityrequires a showing of clear and convincing evidence to overcome the presumption of validity enjoyed by issued patents. Even if we are successful in theseproceedings, we may incur substantial costs and the time and attention of our management and scientific personnel could be diverted in pursuing theseproceedings, which could have a material adverse effect on us. In addition, we may not have sufficient resources to bring these actions to a successfulconclusion.If we are found to infringe a third party’s patent rights, we could be forced, including by court order, to cease developing, manufacturing orcommercializing the infringing product candidate or product. Alternatively, we may be required to obtain a license from such third party in order to use theinfringing technology and continue developing, manufacturing or marketing the infringing product candidate. However, we may not be able to obtain anyrequired license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving ourcompetitors access to the same17 Table of Contentstechnologies licensed to us. In addition, we could be found liable for monetary damages, including treble damages and attorneys’ fees if we are found to havewillfully infringed a patent. A finding of infringement could prevent us from commercializing our product candidates or force us to cease some of ourbusiness operations, which could materially harm our business. Claims that we have misappropriated the confidential information or trade secrets of thirdparties could have a similar negative impact on our business.Parties making claims against us for infringement of their patent rights may obtain injunctive or other equitable relief, which could effectively blockour ability to further develop and commercialize one or more of our product candidates. Defense of these claims, regardless of their merit, would involvesubstantial litigation expense and would be a substantial diversion of employee resources from our business. In the event of a successful claim ofinfringement against us, we could be required to redesign our infringing products or obtain a license from such third party to continue developing andcommercializing our products and technology. However, we may not be able to obtain any required license on commercially reasonable terms, or at all. Evenif we are able to obtain a license, it may be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. It may beimpossible to redesign our products and technology, or it may require substantial time and monetary expenditure, which could force us to ceasecommercialization of one or more of our product candidates or some of our business operations, which could materially harm our business. In addition, in anysuch proceeding, we may be required to pay substantial damages, including treble damages and attorneys’ fees in the event we are found liable for willfulinfringement.If we breach any of the agreements under which we license patent rights to use, develop and commercialize our product candidates or our technologiesfrom third parties or, in certain cases, we fail to meet certain development deadlines, we could lose license rights that are important to our business.We are a party to a number of license agreements under which we are granted rights to intellectual property that are important to our business and weexpect that we may need to enter into additional license agreements in the future, if we resume our research and development activities which have beendiscontinued. These include our exclusive cross-license agreement with Asuragen, our exclusive licenses from Yale University, or Yale, Marina, theUniversity of Zurich, and Rosetta Genomics Ltd., or Rosetta Genomics.Our existing license agreements, except our cross-license agreement with Asuragen, generally impose, and we expect that future license agreements(if any) would impose on us, various development, regulatory and/or commercial diligence obligations, and financial obligations, such as payment ofmilestones and/or royalties. If we fail to comply with our obligations under these agreements, or we are subject to a bankruptcy, the licensor may have theright to terminate the license, in which event we may not be able to market products covered by the license. Our business could suffer, for example, if anycurrent or future licenses terminate, if the licensors fail to abide by the terms of the license, if the licensed patents or other rights are found to be invalid orunenforceable, or if we are unable to enter into necessary licenses on acceptable terms. See “Business-Strategic Partnerships and Licenses” for a description ofour license agreements, which sets forth the material terms and obligations, including a description of the termination provisions, under our agreements withAsuragen, Yale, Marina, the University of Zurich and Rosetta Genomics.As we have done previously, if we commence research and development of product candidates, we may need to obtain licenses from third parties toadvance research or allow commercialization of product candidates, and we cannot provide any assurances that third-party patents do not exist that might beenforced against our current product candidates or future products in the absence of such a license. We may fail to obtain any of these licenses oncommercially reasonable terms, if at all. Even if we are able to obtain a license, it may be non-exclusive, thereby giving our competitors access to the sametechnologies licensed to us. In that event, we may be required to expend significant time and resources to develop or license replacement technology, if weresume our research and development activities. If we are unable to do so, we may be unable to develop or commercialize the affected product candidates,which could materially harm our business and the third parties owning such intellectual property rights could seek either an injunction prohibiting our sales,or, with respect to our sales, an obligation on our part to pay royalties and/or other forms of compensation.Licensing of intellectual property is of critical importance to our business and involves complex legal, business and scientific issues. Disputes mayarise between us and our licensors regarding intellectual property subject to a license agreement, including:•the scope of rights granted under the license agreement and other interpretation‑related issues;•whether and the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to thelicensing agreement;•our right to sublicense patent and other rights to third parties under collaborative development relationships;18 Table of Contents•our diligence obligations with respect to the use of the licensed technology in relation to our development and commercialization of ourproduct candidates, and what activities satisfy those diligence obligations; and•the ownership of inventions and know‑how resulting from the joint creation or use of intellectual property by our licensors and us and ourpartners.If disputes over intellectual property that we have licensed arise, we would expect to exercise all rights and remedies available to us, includingseeking to cure any breach by us, and otherwise seek to preserve our rights under the patents licensed to us. However, we may not be able to do so in a timelymanner, at an acceptable cost or at all. Generally, the loss of any one of our current licenses, or any other license we may acquire in the future, could preventor impair our ability to successfully develop and commercialize the affected product candidates and thus materially harm our business, prospects, financialcondition and results of operations.We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property.We were previously involved in discussions with Yale regarding the inventorship and ownership of certain patents and patent applications licensedto us by Asuragen. An independent third party expert was engaged to determine the inventorship and the ownership of patents and patent applicationspotentially subject to Yale and Asuragen co-ownership. This determination confirmed Asuragen’s sole ownership of the patents and patent applicationswhere co-ownership had been under consideration and resulted in a determination that Yale should be removed as a co-owner of one of the pending patentapplications, an action we are currently undertaking.Although we seek to protect our ownership of our patents and other intellectual property by ensuring that our agreements with our employees andcertain collaborators and other third parties with whom we do business include provisions requiring, for instance, such parties to assign rights in inventions tous, we may be subject to claims that former or current employees, collaborators or other third parties have an ownership interest in our patents, in-licensedpatents or other intellectual property. In some situations, our confidentiality agreements may conflict with, or be subject to, the rights of third parties withwhom our employees, consultants or advisors have previous employment or consulting relationships, and further, many of our consultants are currentlyretained by other biotechnology or pharmaceutical companies, including our competitors or potential competitors, and may be subject to conflictingobligations to these third parties. To the extent that our employees, consultants or contractors use any intellectual property owned by third parties in theirwork for us, disputes may arise as to the ownership of rights in any related or resulting know-how and inventions, arising, for example, from such conflictingobligations of consultants, employees or others who are involved in developing our product candidates. Litigation may be necessary to defend against theseand other claims challenging inventorship or ownership. If we fail in defending any such claims, in addition to paying monetary damages, we may losevaluable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property. Such an outcome could have a materialadverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction tomanagement and other employees.Obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee payment and other requirementsimposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and othersimilar provisions during the patent prosecution process. Periodic maintenance fees, renewal fees, annuity fees and various other governmental fees onpatents and/or patent applications will be due to be paid to the USPTO and various patent agencies outside of the United States in several stages over thelifetime of the patents and/or applications. We have systems in place to remind us to pay these fees, and we employ reputable law firms and otherprofessionals and rely on such third parties to effect payment of these fees with respect to the USPTO and non-U.S. patent agencies with respect to the patentsand patent applications we own, and we rely upon our licensors to effect payment of these fees with respect to the patents and patent applications that we in-license. Even if we do not control prosecution and maintenance of our in-licensed patents, we may be responsible for reimbursing our licensors for some or allof the costs associated with such activities. If we fail to make timely payment to our licensors for such fees, our licensors may have the right to terminate theaffected license, in which event we would not be able to market products covered by the license. We also employ reputable law firms and other professionalsto help us comply with the various documentary and other procedural requirements with respect to the patents and patent applications that we own. In somecases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. However, there are situations inwhich noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in therelevant jurisdiction. In such an event, our competitors might be able to enter the market and this circumstance would have a material adverse effect on ourbusiness.19 Table of ContentsWe may be subject to claims that our employees or consultants or independent contractors have wrongfully used or disclosed confidential information ortrade secrets of third parties or that our employees or consultants have wrongfully used or disclosed alleged trade secrets of former or other employers.Many of our employees, independent contractors and consultants, including our senior management, have been previously employed or retained byother biotechnology or pharmaceutical companies, including our competitors or potential competitors. Although we try to ensure that our employees,consultants and independent contractors do not use the proprietary information or know-how of third parties in their work for us, and do not perform work forus that is in conflict with their obligations to another employer or any other entity, we may be subject to claims that we or our employees, consultants orindependent contractors have inadvertently or otherwise improperly used or disclosed confidential information, including trade secrets or other proprietaryinformation, of a former employer or other third parties. We may also be subject to claims that an employee, advisor, consultant, or independent contractorperformed work for us that conflicts with that person’s obligations to a third party, such as an employer, and thus, that the third party has an ownershipinterest in the intellectual property arising out of work performed for us. We are not aware of any threatened or pending claims related to these matters, but inthe future litigation may be necessary to defend against such claims. If we fail in defending any such claims, in addition to paying monetary damages, wemay lose valuable personnel or intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property. Such an outcomecould have a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costsand be a distraction to management.Intellectual property disputes could cause us to spend substantial resources and distract our personnel from their normal responsibilities.Even if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses,and could distract our technical and/or management personnel from their normal responsibilities. In addition, there could be public announcements of theresults of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it couldhave a substantial adverse effect on the market price of our common stock. Such litigation or proceedings could substantially increase our operating lossesand reduce the resources available for development activities or any future sales, marketing or distribution activities. We may not have sufficient financial orother resources to adequately conduct such litigation or proceedings. Some of our competitors may be able to sustain the costs of such litigation orproceedings more effectively than we can because of their greater financial resources. Uncertainties resulting from the initiation and continuation of patentlitigation or other proceedings could have a material adverse effect on our ability to compete in the marketplace.Risks Related to Our Common StockOur stock price is volatile and our stockholders may not be able to resell shares of our common stock at or above the price they paid.The trading price of our common stock is highly volatile and could be subject to wide fluctuations in response to various factors, some of which arebeyond our control. These factors include those discussed in this “Risk Factors” section of this report and others such as:•announcement of a strategic transaction, including the acquisition of our company or its assets;•announcements relating to collaborations that we may enter into with respect to the development or commercialization of our productcandidates;•announcements relating to the receipt, modification or termination of government contracts or grants;•success of our competitors in discovering, developing or commercializing products;•product liability claims related to our clinical trials or product candidates;•prevailing economic conditions;•additions or departures of key personnel;•business disruptions caused by earthquakes or other natural disasters;•disputes concerning our intellectual property or other proprietary rights;•FDA or other U.S. or foreign regulatory actions affecting us or our industry;•sales of our common stock by us, our executive officers and directors or stockholders in the future;•future sales or issuances of equity or debt securities by us;•lack of an active, liquid and orderly market in our common stock;•fluctuations in our quarterly operating results; and•the issuance of new or changed securities analysts’ reports or recommendations regarding us.20 Table of ContentsIn addition, the stock markets in general, and the markets for pharmaceutical, biopharmaceutical and biotechnology stocks in particular, haveexperienced extreme volatility that have been often unrelated to the operating performance of the issuer. These broad market fluctuations may adverselyaffect the trading price or liquidity of our common stock. In the past, when the market price of a stock has been volatile, holders of that stock have sometimesinstituted securities class action litigation against the issuer. If any of our stockholders were to bring such a lawsuit against us, we could incur substantialcosts defending the lawsuit and the attention of our management would be diverted from the operation of our business.Our common stock may be delisted from the NASDAQ Global Market if we are unable to maintain compliance with NASDAQ’s continued listingstandards.NASDAQ imposes, among other requirements, continued listing standards including minimum bid and public float requirements. The price of ourcommon stock must trade at or above $1.00 to comply with NASDAQ's minimum bid requirement for continued listing on the NASDAQ. If our stock trades atbid prices of less than $1.00 for a period in excess of 30 consecutive business days, the NASDAQ could send a deficiency notice to us for not remaining incompliance with the minimum bid listing standards. During the third quarter of fiscal year 2016, our common stock never traded below $1.00. However, if theclosing bid price of our common stock fails to meet NASDAQ's minimum closing bid price requirement, or if we otherwise fail to meet any other applicablerequirements of the NASDAQ and we are unable to regain compliance, NASDAQ may make a determination to delist our common stock.Any delisting of our common stock could adversely affect the market liquidity of our common stock and the market price of our common stockcould decrease. Furthermore, if our common stock were delisted it could adversely affect our ability to obtain financing for the continuation of our operationsand/or result in the loss of confidence by investors, customers, suppliers and employees.Our principal stockholders and management own a significant percentage of our stock and are able to exert significant control over matters subject tostockholder approval.Based on the beneficial ownership of our common stock as of December 31, 2016, our officers and directors, together with holders of 5% or more ofour outstanding common stock and their respective affiliates, beneficially own approximately 68.0% of our common stock. Accordingly, these stockholdershave significant influence over the outcome of corporate actions requiring stockholder approval, including the election of directors, any merger,consolidation or sale of all or substantially all of our assets or any other significant corporate transaction. The interests of these stockholders may not be thesame as or may even conflict with your interests. For example, these stockholders could delay or prevent a change of control of our company, even if such achange of control would benefit our other stockholders, which could deprive our stockholders of an opportunity to receive a premium for their common stockas part of a sale of our company or our assets and might affect the prevailing market price of our common stock. The significant concentration of stockownership may adversely affect the trading price of our common stock due to investors’ perception that conflicts of interest may exist or arise.We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies willmake our common stock less attractive to investors.We are an “emerging growth company,” as defined in the JOBS Act, and may take advantage of certain exemptions from various reportingrequirements that are applicable to other public companies that are not “emerging growth companies” including not being required to comply with theauditor attestation requirements of Section 404 of the Sarbanes‑Oxley Act, reduced disclosure obligations regarding executive compensation in our periodicreports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholderapproval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because wemay rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our commonstock and our stock price may be more volatile.In addition, Section 102 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition periodprovided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. An“emerging growth company” can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to privatecompanies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accountingstandards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act providesthat our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.21 Table of ContentsFuture sales of our common stock or securities convertible or exchangeable for our common stock may depress our stock price.If our existing stockholders or holders of our options sell, or indicate an intention to sell, substantial amounts of our common stock in the publicmarket, the trading price of our common stock could decline. The perception in the market that these sales may occur could also cause the trading price of ourcommon stock to decline. As of December 31, 2016, we have a total of 20,841,393 shares of common stock outstandingIn addition, based on the number of shares subject to outstanding awards under our 2008 Long Term Incentive Plan, or 2008 Stock Plan, as ofDecember 31, 2016, and including the initial reserves under our 2015 Equity Incentive Award Plan, or 2015 Plan, and Employee Stock Purchase Plan, orESPP, approximately 3.9 million shares of common stock that are either subject to outstanding options, outstanding but subject to vesting, or reserved forfuture issuance under the 2008 Stock Plan, 2015 Plan or ESPP will become eligible for sale in the public market to the extent permitted by the provisions ofvarious vesting schedules. We also filed a registration statement permitting certain shares of common stock issued in the future pursuant to the 2008 Plan,2015 Plan and ESPP to be freely resold by plan participants in the public market, subject to the applicable vesting schedules and, for shares held by directors,executive officers and other affiliates, volume limitations under Rule 144 under the Securities Act. The 2015 Plan and ESPP also contain provisions for theannual increase of the number of shares reserved for issuance under such plans, which shares we also intend to register. If the shares we may issue from time totime under the 2008 Stock Plan, 2015 Plan or ESPP are sold, or if it is perceived that they will be sold, by the award recipient in the public market, the tradingprice of our common stock could decline.Certain holders of approximately 13.6 million shares of our common stock at December 31, 2016 are entitled to rights with respect to the registrationof their shares under the Securities Act. Registration of these shares under the Securities Act would result in the shares becoming freely tradable withoutrestriction under the Securities Act, except for shares purchased by affiliates. Sales of such shares could also cause the trading price of our common stock todecline.An active, liquid and orderly market for shares of our common stock may not be sustained.Prior to our initial public offering in October 2015, there had been no public market for our common stock, and an active public market for ourshares may not be sustained. Further, certain of our existing institutional investors, including investors affiliated with certain of our directors, purchasedapproximately 2.4 million shares of common stock in our initial public offering and consequently fewer shares may be actively traded in the public marketbecause these stockholders are restricted from selling the shares by restrictions under applicable securities laws, which would reduce the liquidity of themarket for our common stock. If an active market for shares of our common stock is not maintained it may be difficult for our stockholders’ to sell their sharesat the time they wish to sell them or at a price that they consider reasonable or it may result in volatility in our stock price. An inactive market may alsoimpair our ability to raise capital by selling shares and may impair our ability to acquire other businesses or technologies or in-license new productcandidates using our shares as consideration.Our quarterly operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts, each of which may causeour stock price to fluctuate or decline.We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors,including:•variations in the level of our operating expenses;•receipt, modification or termination of government contracts or grants, and the timing of payments we receive under these arrangements;•our execution of any collaborative, licensing or similar arrangements, and the timing of payments we may make under these arrangements; and•any intellectual property infringement lawsuit or opposition, interference or cancellation proceeding in which we may become involved.If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could declinesubstantially. Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our stock to fluctuate substantially. We believethat quarterly comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of our future performance.22 Table of ContentsProvisions of our charter documents or Delaware law could delay or prevent an acquisition of our company, even if the acquisition would be beneficial toour stockholders, and could make it more difficult for you to change management.Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws may discourage, delay or prevent a merger,acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive apremium for their shares. In addition, these provisions may frustrate or prevent any attempt by our stockholders to replace or remove our current managementby making it more difficult to replace or remove our board of directors. These provisions include:•a classified board of directors so that not all directors are elected at one time;•a prohibition on stockholder action through written consent;•no cumulative voting in the election of directors;•the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or theresignation, death or removal of a director;•a requirement that special meetings of stockholders be called only by the board of directors, the chairman of the board of directors, the chiefexecutive officer or, in the absence of a chief executive officer, the president;•an advance notice requirement for stockholder proposals and nominations;•the authority of our board of directors to issue preferred stock with such terms as our board of directors may determine; and•a requirement of approval of not less than 66 2/3% of all outstanding shares of our capital stock entitled to vote to amend any bylaws bystockholder action, or to amend specific provisions of our certificate of incorporation.In addition, Delaware law prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder,generally a person who, together with its affiliates, owns or within the last three years has owned 15% or more of our voting stock, for a period of three yearsafter the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner.Accordingly, Delaware law may discourage, delay or prevent a change in control of our company. Furthermore, our amended and restated certificate ofincorporation will specify that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for most legal actions involving actionsbrought against us by stockholders. We believe this provision benefits us by providing increased consistency in the application of Delaware law bychancellors particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forumsand protection against the burdens of multi‑forum litigation. However, the provision may have the effect of discouraging lawsuits against our directors andofficers. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings,and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in ouramended and restated certificate of incorporation to be inapplicable or unenforceable in such action.Provisions in our charter and other provisions of Delaware law could limit the price that investors are willing to pay in the future for shares of ourcommon stock.Our employment agreements with our officers may require us to pay severance benefits to any of those persons who are terminated in connection with achange of control of us, which could harm our business, financial condition or results of operations.Our officers are parties to employment agreements providing for aggregate cash payments of up to approximately $2.5 million at December 31, 2016for severance and other benefits in the event of a termination of employment in connection with a change of control of us. The payment of these severancebenefits could harm our business, financial condition and results of operations. In addition, these potential severance payments may discourage or preventthird parties from seeking a business combination with us.We do not anticipate paying any cash dividends on our common stock in the foreseeable future; therefore, capital appreciation, if any, of our commonstock will be your sole source of gain for the foreseeable future.We have never declared or paid cash dividends on our common stock. We do not anticipate paying any cash dividends on our common stock in theforeseeable future. We currently intend to retain all available funds and any future earnings to fund our operations. In addition, the terms of any future debtfinancing arrangement may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock. As a result,capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.23 Table of ContentsIf securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, our stock price and tradingvolume could decline.The trading market for our common stock will depend, in part, on the research and reports that securities or industry analysts publish about us or ourbusiness. Securities and industry analysts do not currently, and may never, publish research on our company. If no securities or industry analysts commencecoverage of our company, the trading price for our common stock would likely be negatively impacted. In the event securities or industry analysts initiatecoverage, if one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, ourstock price would likely decline. In addition, if our operating results fail to meet the forecast of analysts, our stock price would likely decline. If one or moreof these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our common stock could decrease, which might causeour stock price and trading volume to decline.Changes in, or interpretations of, accounting rules and regulations could result in unfavorable accounting charges or require us to change ourcompensation policies.Accounting methods and policies for biopharmaceutical companies, including policies governing revenue recognition, research and developmentand related expenses and accounting for stock‑based compensation, are subject to further review, interpretation and guidance from relevant accountingauthorities, including the SEC. Changes to, or interpretations of, accounting methods or policies may require us to reclassify, restate or otherwise change orrevise our financial statements, including those contained in this periodic report.ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES Our corporate headquarters are located in Austin, Texas and consist of approximately 924 square feet of office space for which we have a lease thatexpires on May 31, 2017. In addition, in June 2016, we entered into a lease agreement for approximately 23,578 square feet of office and laboratory space,and we have not occupied this space as we are evaluating our strategic alternatives with a goal to enhance stockholder value, including the possibility of amerger or sale of the Company. The initial term of such lease expires in January 2027 and may be extended by us for up to two consecutive 60-month terms.We believe that our existing facilities are sufficient for our needs for the foreseeable future.ITEM 3. LEGAL PROCEEDINGS From time to time, we are subject to various legal proceedings, claims and administrative proceedings that arise in the ordinary course of our businessactivities. Although the results of litigation and claims cannot be predicted with certainty, as of the date of this report, we do not believe we are party to anyclaim, proceeding or litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have amaterial adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs,diversion of management resources and other factors.ITEM 4. MINE SAFETY DISCLOSURES Not applicable.24 Table of ContentsPART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITYSECURITIES Price Range of Common StockOur common stock has been publicly traded on The NASDAQ Stock Market LLC, or NASDAQ, under the symbol “MIRN” since the initial publicoffering, or IPO, of our common stock on October 1, 2015. Prior to that time, there was no public market for our common stock. The following table sets forthon a per share basis, for the periods indicated, the low and high sale prices of our common stock as reported by NASDAQ. High LowYear Ended December 31, 2016 First quarter $6.65 $3.57Second quarter $4.94 $3.96Third quarter $4.45 $1.82Fourth quarter $1.98 $1.12 Year Ended December 31, 2015 Fourth quarter (beginning October 1) $11.01 $5.54 Holders of Record At March 1, 2017, there were approximately 144 stockholders of record of our common stock, and the closing price per share of our common stock was$2.29. Since many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the totalnumber of stockholders represented by these record holders.Dividends We have never declared or paid cash dividends on our capital stock. However, we issued shares of common stock to the holders of Series C convertiblepreferred stock and Series D convertible preferred stock as part of our IPO under the terms of our then-effective certificate of incorporation as a result of anaccruing paid-in-kind dividend.We intend to retain all available funds and any future earnings, if any, to fund the development and expansion of our business and we do not anticipatepaying any cash dividends in the foreseeable future. Any future determination related to dividend policy will be made at the discretion of our board ofdirectors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, businessprospects and other factors our board of directors may deem relevant.Stock Performance Graph The following graph illustrates a comparison of the total cumulative stockholder return on our common stock since September 30, 2015, which is thedate our common stock first began trading on NASDAQ, to two indices: the NASDAQ Composite Index and the NASDAQ Biotechnology Index. The graphassumes an initial investment of $100 on September 30, 2015. The stockholder return shown in the graph below is not necessarily indicative of futureperformance, and we do not make or endorse any predictions as to future stockholder returns. This graph shall not be deemed “soliciting material” or bedeemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to beincorporated by reference into any of our filings under the Securities Act, whether made before or after the date hereof and irrespective of any generalincorporation language in any such filing.25 Table of ContentsRecent Sales of Unregistered Securities From January 1, 2016 through December 31, 2016, we have not issued any securities in a transaction not registered under the Securities Act that have notbeen previously disclosed in a Quarterly Report on Form 10-Q or Current Report on Form 8-K. Use of Proceeds On September 30, 2015, the U.S. Securities and Exchange Commission declared effective our registration statement on Form S-1 (File No. 333-206544),as amended, filed in connection with our initial public offering. Pursuant to the registration statement, we registered the offer and sale of 6,250,000 shares ofour common stock with an aggregate offering price of approximately $43.8 million, as well as the issuance of an additional 704,962 shares of our commonstock pursuant to the underwriters’ partial exercise of their option to purchase additional shares, for an aggregate offering price of approximately $4.9million. In total, we issued and sold an aggregate of 6,954,962 shares of our common stock at a price to the public of $7.00 per share for an aggregate offeringprice of approximately $48.7 million. The managing underwriters of the offering were Citigroup, Leerink Partners, Oppenheimer & Co. and Cantor Fitzgerald& Co. After deducting underwriting discounts and commissions and offering expenses paid or payable by us of $5.0 million, the aggregate net proceeds fromthe offering were $43.7 million. No offering expenses were paid or are payable, directly or indirectly, to our directors or officers, to persons owning 10% ormore of any class of our equity securities or to any of our affiliates.The net proceeds from our initial public offering have been invested in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities. Following the close of the Company's Phase 1 clinical trial of MRX34, the Company isevaluating strategic alternatives with a goal to enhance stockholder value, including the possibility of a merger or sale of the Company, and has discontinuedfurther research and development activities to reduce operating expenses while it evaluates these opportunities. We currently expect to use the remaining netproceeds from our initial public offering primarily for working capital and other general corporate purposes, which include our activities to evaluate andpursue strategic alternatives.Purchases of Equity Securities by the Issuer and Affiliated PurchasersNone.26 Table of ContentsITEM 6. SELECTED FINANCIAL DATA The following selected statement of operations data for the years ended December 31, 2014, 2015 and 2016, and the selected balance sheet data atDecember 31, 2014, 2015 and 2016 have been derived from our audited financial statements included elsewhere in this Annual Report on Form 10-K. Ourhistorical results for any prior period are not necessarily indicative of results to be expected in any future period. The information set forth below should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results ofOperations” section of this Annual Report on Form 10-K and with our financial statements and notes thereto included elsewhere in this Annual Report onForm 10-K. Year Ended December 31, 2016 2015 2014 2013 (in thousands, except share and per share data)Statement of Operations Data: Operating expenses: Research and development $13,930 $18,947 $10,545 $4,391General and administrative 8,118 6,080 3,369 2,384Restructuring expense 4,442 — — —Loss on disposal of assets 128 — — —Write-off of offering expenses — — 1,920 —Total operating expenses 26,618 25,027 15,834 6,775Other income (expense): Interest income (expense) 350 44 — —Change in fair value of option liability — — — 339Net loss $(26,268) $(24,983) $(15,834) $(6,436)Less: Accretion and dividends on convertible preferred stock — (4,320) (2,824) (2,324)Net loss attributable to common stockholders $(26,268) $(29,303) $(18,658) $(8,760)Net loss per share attributable to common stockholders, basic and diluted $(1.26) $(5.85) $(291.00) $4,408.65Common shares used to compute basic and diluted net loss per share attributable tocommon stockholders 5,010,323 5,010,323 64,131 1,987 At December 31, 2016 2015 2014 2013 (in thousands)Balance Sheet Data: Cash and cash equivalents $16,432 $89,713 $9,319 $23,182Short-term marketable securities 44,066 — — —Total assets 64,166 90,917 9,825 23,684Total liabilities 3,814 5,901 2,499 1,145Convertible preferred stock — — 55,277 52,453Common stock 21 21 — —Additional paid-in capital 163,126 161,518 — 890Accumulated deficit (102,791) (76,523) (47,951) (30,804)Other comprehensive income (4) — — —Total stockholders’ (deficit) equity 64,166 85,016 (47,951) (29,914)27 Table of ContentsITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following management’s discussion and analysis of our financial condition and results together with the section entitled “SelectedFinancial Data” and our financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion and other parts ofthis Annual Report contain forward-looking statements that involve risk and uncertainties, such as statements of our plans, objectives, expectations andintentions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute tosuch differences include, but are not limited to, those discussed in the "Risk Factors" section in Part I Item IA.Overview We are a biopharmaceutical company that has historically focused on microRNA-based oncology therapeutics, which are short ribonucleic acid, orRNA, molecules, or oligonucleotides.Our first product candidate, MRX34, was studied as a single agent in a Phase 1 clinical trial. In September 2016, we voluntarily halted the Phase 1trial following multiple immune-related serious adverse events, or SAEs, observed in patients dosed with MRX34 in the trial. Subsequently, we receivednotification from the U.S. Food and Drug Administration, or the FDA, that the Investigational New Drug Application, or IND, for MRX34 was on full clinicalhold. Following our suspension of the Phase 1 trial for MRX34 and the FDA’s clinical hold on the IND for MRX34, we discontinued development of MRX34and our microRNA product pipeline.In November 2016, we discontinued research and development activities to reduce operating expenses while we evaluate our strategic alternativeswith a goal to enhance stockholder value, including the possibility of a merger or sale of the Company. We also initiated a plan in November 2016 to reducepersonnel and expenses to preserve capital and further streamline our operations consistent with our decision to discontinue development of MRX34 and ourmicroRNA product pipeline. We expect to devote significant time and resources to identifying and evaluating strategic alternatives, however, there can be noassurance that such activities will result in any agreements or transactions that will enhance shareholder value. Further, any strategic transaction that iscompleted ultimately may not deliver the anticipated benefits or enhance shareholder value.We were incorporated in 2007 under the laws of Delaware and were maintained as a wholly‑owned subsidiary of our former parent company,Asuragen, Inc., or Asuragen, until the end of 2009, when we became an independent entity.Our operations have historically focused on developing our understanding of and capabilities in microRNA biology, identifying potential productcandidates, undertaking preclinical studies, initiating and conducting a clinical trial, protecting and enhancing our intellectual property estate and providinggeneral and administrative support for these activities. We have not generated any revenue from product sales and, to date, have funded our operationsprimarily through the private placement of convertible preferred stock, federal and state government grants, offerings of our common stock, and support fromour former parent company, Asuragen. From our inception through December 31, 2016, we have raised an aggregate of approximately $167.3 million to fundour operations, of which approximately $89.9 million was from the issuance of preferred stock for cash and assets, $48.7 million from a public offering of ourcommon stock, $16.8 million from a private placement of our common stock and $11.9 million was from federal and state grants. Since our inception, we have incurred significant operating losses. Our net loss was $26.3 million for the year ended December 31, 2016. AtDecember 31, 2016, we had an accumulated deficit of $102.8 million. We expect to continue to incur significant expenses and operating losses. Our netlosses may fluctuate significantly from quarter to quarter and from year to year. We anticipate that our expenses will decrease as we proceed with ourreduction in force; discontinue our research and development activities; and focus on evaluating our strategic alternatives with a goal to enhance stockholdervalue, including the possibility of a merger or sale of the Company. Financial Operations Overview Revenue We have not generated any revenue from product sales or from collaborations. In the future, we may generate revenue following a potential strategictransaction, which may result in a clinical asset. Revenue may fluctuate from period to period, and the timing and extent of any future revenue will depend onour ability to consummate a strategic transaction. 28 Table of ContentsResearch and Development Expenses Research and development expenses have consisted primarily of costs incurred for our research activities, including our historical drug discovery efforts,and the development of our product candidates, which included the following: •employee‑related expenses, including salaries, benefits, travel and stock‑based compensation;•external research and development expenses incurred under arrangements with third parties, such as contract research organizations, or CROs,consultants and our scientific advisory board;•lab supplies, and acquiring, developing and manufacturing preclinical study materials in accordance with Good Laboratory Practices;•costs of clinical trials, including costs for management, investigator fees and related vendors that provide services for the clinical trials;•costs to manufacture the drug used in the clinical trials in accordance with Good Manufacturing Practices;•license and milestone fees;•development and prosecution of intellectual property; and•costs of facilities, depreciation and other expenses.In September 2016, Mirna announced its decision to close the Phase 1 study of MRX34 and voluntarily halted the enrollment and dosing of patients inthe study. Further, in November 2016, the Company discontinued research and development activities to reduce operating expenses.Research and development costs have been expensed as incurred. In certain circumstances, we have made nonrefundable advance payments to purchasegoods and services for future use pursuant to contractual arrangements. In those instances, we deferred and recognized an expense in the period that wereceive or consume the goods or services. Our research and development expenses have been offset by proceeds derived from federal and state grants. These government grants, which havesupplemented our research efforts on specific projects, generally provided for reimbursement of approved costs, as defined in the terms of the grant awards.The proceeds from these reimbursement grants are treated as a reduction to the associated expenses as the allowable expenses are incurred. Prior to discontinuing our research and development activities, at any point in time, we typically had various early stage research and drug discoveryprojects ongoing. Our internal resources, employees and infrastructure were not directly tied to any one research or drug discovery project and were typicallydeployed across multiple projects. As such, we did not maintain information regarding the costs incurred for these early stage research and drug discoveryprograms on a basis. However, we historically spent the vast majority of our research and development resources on our first product candidate, MRX34,which has been placed on full clinical hold by the FDA.We anticipate that our research and development expenses will decrease as we initiate our reduction in force; discontinue our research and developmentactivities; focus on evaluating our strategic alternatives with a goal to enhance stockholder value, including the possibility of a merger or sale of theCompany; and the complete closure of the Phase 1 clinical trial for MRX34.General and Administrative Expenses General and administrative expenses consist primarily of salaries and related benefits, including stock‑based compensation, related to our executive,finance and support functions. Other general and administrative expenses include allocated facility‑related costs not otherwise included in research anddevelopment expenses, travel expenses and professional fees for auditing, tax and legal services. We expect that general and administrative expenses relatedto our operations will decrease as a result of the workforce reduction and discontinuance of our research and development activities. These decreases may beoffset in whole or in part following the change in our corporate strategy to focus on pursuing potential strategic initiatives to enhance stockholder value. Recent Accounting Pronouncements29 Table of ContentsFor recent accounting pronouncements see Note 2. Summary of Significant Accounting Policies of Notes to the Financial Statements in Part II, Item 8 ofthis Report. Critical Accounting Policies and Estimates This management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have beenprepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of these financial statements requires usto make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dateof the financial statements, as well as the revenue and expenses incurred during the reported periods. On an ongoing basis, we evaluate our estimates andjudgments, including those related to stock‑based compensation, clinical trial and pre-clinical study accruals, and restructuring expenses. We base ourestimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis formaking judgments about the carrying value of assets and liabilities that are not apparent from other sources. Changes in estimates are reflected in reportedresults for the period in which they become known. Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in the Notes to our financial statements appearing elsewhere in this Annual Report on Form 10-K, we believe that the following critical accounting policies are most important to understanding and evaluating our reported financial results. Stock‑Based Compensation We account for our stock‑based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation, or “ASC 718”. ASC 718requires all stock‑based payments to employees, including grants of employee stock options, to be recognized in the statements of operations based on theirgrant date fair values. For stock options granted to employees and to members of our board of directors for their services on the board of directors, we estimatethe grant date fair value of each option award using the Black‑Scholes option‑pricing model. The use of the Black‑Scholes option‑pricing model requires ourmanagement to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expectedlife of the option, risk‑free interest rates and expected dividend yields of the common stock. For awards subject to service‑based vesting conditions, werecognize stock‑based compensation expense, net of estimated forfeitures, equal to the grant date fair value of stock options on a straight‑line basis over therequisite service period. Clinical Trial and Pre-Clinical Study Accruals Prior to discontinuing our research and development activities, we estimated pre-clinical study and clinical trial expenses pursuant to contracts withresearch institutions and contract research organizations that conduct and manage pre-clinical studies and clinical trials on our behalf. These estimates werebased on the level of service performed and the underlying agreement. Further, we accrued expenses related to clinical trials based on the level of patientenrollment and other activities according to the related agreements. At such time, we monitored patient enrollment levels and other activities to the extentreasonably possible and adjusted estimates accordingly. If actual costs incurred or the timing of services varied from our estimate, we adjusted the accrualaccordingly. On September 20, 2016 we announced our decision to close the ongoing Phase 1 study of MRX34 and halted enrollment and dosing of patientsin the study. RestructuringFollowing the closing of the Phase 1 MRX34 clinical trial, we implemented a workforce reduction in the fourth quarter of 2016 to reduce operatingexpenses while we evaluate strategic alternatives. The majority of severance and benefits payments were settled during the first quarter of 2017. We enteredinto retention agreements with key employees if these employees remained with us until June 30, 2017 or were terminated by the Company without causeprior to such date. We have recognized the restructuring liability for such retention agreements over our employees' service period.In accordance with ASC 420, Exit and Disposal Cost Obligations, we have also recognized contract termination costs in connection with a leasedproperty we intended to occupy as our corporate headquarters and research facility, as well as a temporary lab in use prior to the suspension of the Company'sresearch and development activities. In addition, we have recognized asset impairments related to our lab equipment used in the Phase 1 clinical trial,construction in process, and other property and equipment for which we do not expect to receive a future benefit.Amounts recorded in restructuring charges can result from a complex series of judgments about future events and uncertainties and can heavily rely onestimates and assumptions. 30 Table of ContentsResults of OperationsComparison of years ended December 31, 2016 and 2015: Year Ended December 31, Dollar 2016 2015 Change % Change (in thousands)Statement of operations data: Operating expenses: Research and development, before grant reimbursement $13,986 $19,405 $(5,419) (27.9)%Less grant reimbursement (56) (458) 402 (87.8)%Research and development 13,930 18,947 (5,017) (26.5)%General and administrative 8,118 6,080 2,038 33.5 %Restructuring expenses 4,442 — 4,442 100.0 %Loss on Assets 128 — 128 100.0 %Interest income (350) (44) (306) 100.0 %Net loss $26,268 $24,983 $1,285 5.1 % Research and Development Expenses Research and development expenses were $13.9 million for the year ended December 31, 2016, which was a decrease of $5.0 million, or 27%,compared to research and development expenses of approximately $18.9 million for the year ended December 31, 2015. The decrease in the yearended December 31, 2016 was primarily due to the following: •A decrease of approximately $6.5 million in general research and development expenses following our decision to close the Phase 1 study ofMRX34 in September 2016 and voluntarily halt the enrollment and dosing of patients in the study and subsequently discontinued further researchand development activities. In addition, we incurred certain one-time costs associated with the development and manufacturing of MRX34 duringthe year ended December 31, 2015, our only product candidate that was in clinical trials through September 2016.•An offsetting increase of approximately $1.3 million in employee compensation and benefits due to increased headcount compared to the priorperiod. Research and development spending was partially offset by approximately $56,000 of grant reimbursements for the year ended December 31, 2016,compared to reimbursement of approximately $458,000 for the year ended December 31, 2015. The decrease is primarily due to two grants which expired inAugust 2015 and a third grant expiring in August 2016.General and Administrative Expenses General and administrative expenses were approximately $8.1 million for the year ended December 31, 2016, which was an increase of approximately$2.0 million, or 34%, compared to the year ended December 31, 2015. The increase for the year ended December 31, 2015 was primarily due to the following:•Approximately $1.0 million for additional costs associated with operating as a publicly-traded company, including higher legal, audit, insurance,professional fees and administrative costs.•Approximately $1.0 million of increased employee compensation, benefits and stock compensation expense due to increased headcount andchanges in compensation, of which $455,000 related to increased payroll and benefits expenses and $545,000 related to stock-based compensationexpense31 Table of ContentsRestructuring Charges Restructuring charges were approximately $4.4 million for the year ended December 31, 2016. We did not have restructuring charges during the yearended December 31, 2015. On September 20, 2016, we announced our decision to close the Phase 1 clinical trial of MRX34, voluntarily halted theenrollment and dosing of patients in the study and subsequently discontinued our research and development activities. Following the announcement, wereceived notice from the FDA that our Investigational New Drug MRX 34 had been placed on full clinical hold. Following our announcement andnotification from the FDA, our Board of Directors approved a reduction of the total number of our full-time employees from 36 to 12. We also committed toretention payments to certain key employees if such employees remained with us until June 30, 2017 or were terminated by us without cause prior to suchdate. The restructuring expenses recognized during the year ended December 31, 2016 included approximately $1.5 million for employee severance andbenefits, $1.5 million for lease facility termination costs, and $1.4 million for non-cash impairment charges of property and equipment. The majority ofemployee severance and related benefits are expected to be settled in the first quarter of 2017. We expect to incur additional restructuring charges ofapproximately $0.3 million through the six months ended June 30, 2017. Comparison of year ended December 31, 2015 and 2014: Year Ended December 31, Dollar 2015 2014 Change % Change (in thousands)Statement of operations data: Operating expenses: Research and development, before grant reimbursement $19,405 $10,626 $8,779 82.6 %Less grant reimbursement (458) (81) (377) 465.4 %Research and development 18,947 10,545 8,402 79.7 %General and administrative 6,080 3,369 2,711 80.5 %Write off of offering expenses — 1,920 (1,920) (100.0)%Interest income (44) — (44) 100.0 %Net loss $24,983 $15,834 $9,149 57.8 % Research and Development Expenses Research and development spending, prior to the offset of grant reimbursements, was $19.4 million for the year ended December 31, 2015, whichwas an increase of approximately $8.8 million, or 83%, compared to research and development spending, prior to the offset of grant reimbursements, of$10.6 million for the year ended December 31, 2014. After giving effect to the offset of grant reimbursements, research and development expenses were $18.9million for the year ended December 31, 2015, which was an increase of $8.4 million, or 80%, compared to research and development expenses ofapproximately $10.5 million for the year ended December 31, 2014. The increase in the year ended December 31, 2015 was primarily due to increasedclinical trial costs related to our Phase 1 clinical trial, including a higher number of patients, additional investigator sites related to the increased trialactivity; increased personnel costs due to increases in headcount, and increased intellectual property and licensing costs. Research and development spending was partially offset by approximately $458,000 of grant reimbursements for the year ended December 31, 2015,compared to reimbursement of approximately $81,000 for the same period in 2014. The increase was due to a higher volume of work being performed on theresearch funded by the federal grants. General and Administrative Expenses General and administrative expenses were approximately $6.1 million for the year ended December 31, 2015, which was an increase ofapproximately $2.7 million, or 81%, compared to the same period in 2014. General and administrative expenses increased primarily due to increasedpersonnel-related expenses, higher outside professional costs, consulting costs and recruiting costs.32 Table of ContentsWrite-off of Offering Expenses We deferred costs incurred for a planned initial public offering, or IPO, through August 2014, which included legal, audit, tax and other professionalfees. The IPO was delayed and, as a result, we recorded a write-off of deferred offering costs of $1.9 million during the year ended December 31, 2014.Deferred offering costs incurred through December 31, 2015 have been recorded as a reduction of proceeds from a concurrent private placement and the IPO. Liquidity and Capital Resources Liquidity and Capital Expenditures Since inception, we have raised $167.3 million to fund our operations, of which approximately $89.9 million was from the issuance of preferredstock for cash and assets, $48.7 million was from a public offering of our common stock, $16.8 million was from a private placement of our common stockand $11.9 million was from federal and state grants. At December 31, 2016, we had $16.4 million of cash and cash equivalents and $44.1 invested inmarketable securities for a total of $60.5 million in liquid assets. Our primary uses of cash are to fund operating expenses and evaluate strategic alternatives.Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our outstanding accountspayable and accrued expenses. We believe that our existing cash, cash equivalents and marketable securities as of December 31, 2016, will be sufficient to meet our anticipatedcash requirements for at least the next 12 months. However, our forecast of the period of time through which our financial resources will be adequate tosupport our operations is a forward‑looking statement that involves risks and uncertainties, and actual results could vary materially. Our future capital requirements are difficult to forecast and will depend on many factors, including: •our ability to identify and consummate a strategic transaction for the Company;•the timing and nature of any strategic transactions that we undertake;•whether we enter into a partnership or business combination;•our ability to establish and maintain collaboration partnerships, in-license/out-license or other similar arrangements and the financial termsof such agreements; and•the cost incurred in responding to disruptive actions by activist stakeholders.In addition, certain executive officers are entitled to certain payments if they are terminated without cause or as a result of a change in control. Upontermination without cause, and not as a result of death or disability, each of such officers is entitled to receive payment of base salary for 9 to 12 monthsfollowing termination of employment and certain officers will be entitled to continue to receive coverage under medical and dental benefit plans for 9 to 12months or until such officers are covered under a separate plan from another employer. Upon a termination other than for cause or with good reason followinga change in control, each of such officers is entitled to receive payment of base salary for 12 to 18 months following termination of employment and 100% to150% of the executive's target bonus pain in a single cash lump sum. In addition, the officers will be entitled to continue to receive coverage under medicaland dental benefit plans for 12 to 18 months or until such officers are covered under a separate plan from another employer.The following table shows a summary of our cash flows for the year ended December 31, 2016 and 2015: 33 Table of Contents Year Ended December 31, 2016 2015 2014 (in thousands)Net cash provided by (used in): Operating activities $(24,805) $(21,135) $(13,970)Investing activities (48,491) (251) (102)Financing activities 16 101,780 209Net increase (decrease) $(73,280) $80,394 $(13,863) Operating Activities Net cash used in operating activities was $24.8 million and $21.1 million for the year ended December 31, 2016 and 2015, respectively. Theincrease in overall spending for operating activities of approximately $3.7 million was due to increased headcount and personnel expenses, increasedcompliance costs related to operating as a public company for a full year, payment of licensing fees accrued at December 31, 2015, and severance andbenefits payments in connection with the workforce reduction initiated by us in November 2016. The increase was partially offset by a decrease in researchand development expenditures following our decision to close the ongoing Phase 1 study of MRX34 in September 2016 and voluntarily halt the enrollmentand dosing of patients in the study, as well as discontinuing further research and development activities. Net cash used in operating activities was $21.1 million and $14.0 million for the years ended December 31, 2015 and 2014, respectively. Theincrease in overall spending for operating activities of approximately $7.1 million was due to increased headcount and personnel expenses, increasedspending for clinical trials and intellectual property related expenses and higher license fees for 2015. The increase was partially offset by the one-time write-off of IPO offering-related costs in August 2014.Investing Activities Net cash used in investing activities for the periods presented relates primarily to the purchase of marketable securities during the yearended December 31, 2016. We invested $103.1 million in US treasury, US government agency and corporate debt securities with maturities greater than 90days using surplus proceeds received in connection with our IPO and concurrent private placement in October 2015, partially offset by maturities of debtsecurities during the period of $58.8 million. In addition, the Company obtained a standby letter of credit of $2.4 million in connection with the leaseentered into in June 2016 reflected in fiscal year 2016 investing activities as restricted cash.For the year ended December 31, 2016, 2015, and 2014, total amounts spent on the purchase of fixed assets were approximately$1,729,000, $313,000, and $102,000 respectively.Financing Activities Net cash provided by financing activities was $16,000 for the year ended December 31, 2016, which was due to the exercise of stock options.Net cash provided by financing activities was approximately $101.8 million for the year ended December 31, 2015, which was due to the offering ofour Series D convertible preferred stock, as well as our IPO and concurrent private placement. For the year ended December 31, 2014 net cash provided by financing activities of $16.4 million was due to the net proceeds from the secondfunding round of our Series C convertible preferred stock in December 2013. Contractual Obligations and Commitments The following table presents payments due under the Company’s contractual obligations as of December 31, 2016:34 Table of Contents Payments Due by Period TotalLess than 1 Year1-3 Years3-5 YearsOver 5 YearsOperating lease6,917,376450,9291,248,2191,324,3113,893,916Other73,73673,736 Total6,991,112524,6651,248,2191,324,3113,893,916 Off‑Balance Sheet Arrangements We did not have during the periods presented, and we do not currently have, any off‑balance sheet arrangements, as defined in the rules and regulationsof the Securities and Exchange Commission. Segment Information We have one primary business activity and operate as one reportable segment. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The market risk inherent in our financial instruments and in our financial position represents the potential loss arising from adverse changes in interestrates. At December 31, 2016, we had cash and cash equivalents of $16.4 million, consisting of cash, interest-bearing money market accounts and U.S. treasuryand agency securities with maturities of less than 90 days when purchased. At December 31, 2016, we had short-term marketable securities of $44.1 million,consisting of U.S. treasury and agency securities and investment-grade corporate debt securities with maturities greater than 90 days but less than 180 dayswhen purchased. Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates. Due tothe short-term maturities of our cash equivalents and the low risk profile of our investments, we do not believe a change in interest rates would have amaterial effect on the fair market value of our cash, cash equivalents and short-term marketable securities.ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The following financial statements, and the related notes thereto, of Mirna Therapeutics, Inc. and the Reports of the Company’s Independent RegisteredPublic Accounting Firm are filed as a part of this Report.35 Table of ContentsReport of Independent Registered Public Accounting Firm The Board of Directors and Stockholders ofMirna Therapeutics, Inc. We have audited the accompanying balance sheets of Mirna Therapeutics, Inc. (the “Company”) as of December 31, 2016 and 2015, and the relatedstatements of operations, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2016. These financialstatements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engagedto perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reportingas a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of theCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by managementand evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mirna Therapeutics, Inc. atDecember 31, 2016 and 2015, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2016 inconformity with U.S. generally accepted accounting principles. /s/ Ernst & Young LLP Austin, TexasMarch 14, 201736 Table of ContentsMIRNA THERAPEUTICS, INC. Balance Sheets (in thousands, except share and per share data) December 31, December 31, 2016 2015Assets Current Assets: Cash and cash equivalents $16,432 $89,713Short-term marketable securities 44,066 —Prepaid expenses and other current assets 882 829Total current assets 61,380 90,542Property and equipment, net 354 375Restricted cash 2,432 —Total assets $64,166 $90,917Liabilities and Stockholders’ Equity (Deficit) Current Liabilities: Accounts payable $361 $3,687Accrued expenses 2,400 2,214Total current liabilities 2,761 5,901Lease obligations, long-term 1,053 —Total liabilities $3,814 $5,901 Stockholders’ Equity (Deficit): Preferred stock, $0.001 par value, 5,000,000 authorized at December 31, 2016 and 2015; 0 shares outstanding atDecember 31, 2016 and 2015 — —Common stock, $0.001 par value; 250,000,000 shares authorized at December 31, 2016 and 2015; 20,841,393shares issued and outstanding at December 31, 2016; 20,830,555 shares issued and outstanding at December 31, 2015 21 21Additional paid in capital 163,126 161,518Accumulated deficit (102,791) (76,523)Other comprehensive loss (4) —Total stockholders’ equity 60,352 85,016Total liabilities and stockholders’ equity $64,166 $90,917The accompanying notes are an integral part of these financial statements.37 Table of ContentsMIRNA THERAPEUTICS, INC. Statements of Operations and Comprehensive Loss (in thousands, except share and per share data) Year Ended December 31, 2016 2015 2014Operating expenses: Research and development $13,930 $18,947 $10,545General and administrative 8,118 6,080 3,369Restructuring charges 4,442 — —Loss on disposal of assets 128 — —Write-off of offering costs — — 1,920Total operating expenses 26,618 25,027 15,834Other income: Interest income 350 44 —Net loss $(26,268) $(24,983) $(15,834)Less: Accretion and dividends on convertible preferred stock — (4,320) (2,824)Net loss attributable to common stockholders $(26,268) $(29,303) $(18,658)Other Comprehensive Loss: Unrealized loss on available-for-sale securities, net of tax $(4) $— $—Total other comprehensive loss $(26,272) $(29,303) $(18,658)Net loss per share attributable to common stockholders—basicand diluted $(1.26) $(5.85) $(291.00)Common shares used to compute basic and diluted net loss pershare attributable to common stockholders 20,833,963 5,010,323 64,131The accompanying notes are an integral part of these financial statements.38 Table of ContentsMIRNA THERAPEUTICS, INC. Statements of Stockholders’ Equity (Deficit) (in thousands, except share amounts) Additional Paid-in Capital AccumulatedDeficit OtherComprehensiveIncome TotalStockholdersEquity (Deficit) Common Stock Shares Amount Balance at January 1, 2014 2,061 $— $890 $(30,804) — $(29,914)Exercise of stock options 80,816 — 209 — — 209Issuance of common stock 448 — 4 — — 4Stock-based compensation — — 408 — — 408Series C dividends — — (1,511) (1,313) — (2,824)Net loss — — — (15,834) — (15,834)Balance at December 31, 2014 83,325 — — (47,951) — (47,951)Exercise of stock options 28,516 1 66 — — 67Stock-based compensation — — 985 — — 985Accretion of convertible preferred stock — — (180) (269) — (449)Series C & Series D dividends — — (551) (3,320) — (3,871)Conversion of preferred stock 11,368,742 11 100,927 — — 100,938Initial public offerings of common stock, net ofoffering costs of $5,021 6,954,962 7 43,657 — — 43,664Issuance of common stock in private placementconcurrently with initial public offering, net ofoffering costs of $149 2,395,010 2 16,614 — — 16,616Net loss — — — (24,983) — (24,983)Balance at December 31, 2015 20,830,555 21 161,518 (76,523) — 85,016Exercise of stock options 5,313 — 9 — — 9Issuance of stock under Employee Stock PurchasePlan 5,525 — 7 — — 7Stock-based compensation — — 1,592 — — 1,592Other comprehensive loss — — — — (4) (4)Net loss — — — (26,268) — (26,268)Balance at December 31, 2016 20,841,393 $21 $163,126 $(102,791) (4) 60,352The accompanying notes are an integral part of these financial statements.39 Table of ContentsMIRNA THERAPEUTICS, INC. Statements of Cash Flows (in thousands) Year Ended December 31, 2016 2015 2014Operating activities Net loss $(26,268) $(24,983) $(15,834)Adjustment to reconcile net loss to net cash used in operating activities: Restructuring charges 4,442 — —Depreciation and amortization 159 54 35Stock-based compensation 1,592 985 408Issuance of stock for services — — 4Amortization of premiums/ discounts on marketable securities 260 — —Loss on disposal of assets 128 — —Changes in operating assets and liabilities: Grant reimbursement and other receivables (160) 119 40Prepaid expenses and other current assets 107 (650) (99)Deferred offering costs — — 105Other noncurrent assets — — 17Accounts payable (3,264) 2,816 189Accrued expenses (1,801) 524 1,165Net cash used in operating activities (24,805) (21,135) (13,970)Investing activities Purchases of marketable securities (103,114) — —Maturities of marketable securities 58,784 — —Restricted cash (2,432) — —Purchase of property and equipment (1,729) (251) (102)Net cash used in investing activities (48,491) (251) (102)Financing activities Proceeds from issuance of convertible preferred stock, net of issuance costs — 41,433 —Proceeds from the issuance of common stock, net of issuance costs — 60,280 —Proceeds from the exercise of stock options 16 67 209Cash provided by financing activities 16 101,780 209Net increase (decrease) in cash and cash equivalents (73,280) 80,394 (13,863)Cash and cash equivalents at beginning of period 89,713 9,319 23,182Cash and cash equivalents at end of period $16,432 $89,713 $9,319 Supplemental disclosure of non-cash investing and financing activities Conversion of preferred stock to common stock $— $100,938 $—The accompanying notes are an integral part of these financial statements.40 Table of ContentsMIRNA THERAPEUTICS, INC. Notes to Financial Statements 1. Organization Nature of business Mirna Therapeutics, Inc. (“Mirna” or “the Company”) is a biopharmaceutical company focused on microRNA-based oncology therapeutics. TheCompany was incorporated in Delaware in December 2007 as a wholly‑owned subsidiary of Asuragen, Inc. (“Asuragen”) and was spun out to existingAsuragen stockholders in December 2009. Following the close of the Company's Phase 1 clinical trial of MRX34 in September 2016, the Company isevaluating its strategic alternatives focusing on enhancing stockholder value, including the possibility of a merger or sale of the Company, and hasdiscontinued further research and development activities (see Note 13) to reduce operating expenses while it evaluates these opportunities. The Company islocated in Austin, Texas. In October 2015, the Company sold 6,250,000 shares of common stock, $0.001 par value per share, in an underwritten public offering (the “IPO”)and 2,395,010 shares of common stock in a concurrent private placement, with both offerings at a price of $7.00 per share. The underwriters of the IPOpurchased an additional 704,962 shares of common stock pursuant to their option to purchase additional shares. The Company’s aggregate net proceedsfrom the IPO were $43.7 million, after deducting the transaction offering costs and the underwriting discounts incurred. The Company also received netproceeds of $16.7 million after deducting the offering transaction costs from the concurrent private placement. The Company continues to be subject to a number of risks common to companies in similar stages of development. Principal among these risks areuncertainties of technological innovations, dependence on key individuals, development of the same or similar technological innovations by the Company’scompetitors and protection of proprietary technology. The Company believes that its cash, cash equivalents and marketable securities of $60.5million at December 31, 2016 will enable the Company to maintain its current and planned operations for at least the next twelve months. 2. Summary of Significant Accounting Policies Use of estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Company’s management to makeestimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from thoseestimates. Prior to the IPO on October 6, 2015, the Company utilized significant estimates and assumptions in determining the fair value of its common stock. Theboard of directors determined the estimated fair value of the Company’s common stock based on a number of objective and subjective factors, includingexternal market conditions affecting the biotechnology industry sector and the prices at which the Company sold shares of convertible preferred stock, thesuperior rights and preferences of securities senior to its common stock at the time and the likelihood of achieving a liquidity event, such as an initial publicoffering or sale of the Company. Prior to its IPO, the Company utilized various valuation methodologies in accordance with the framework of the American Institute of Certified PublicAccountants, or AICPA, Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation, or theAICPA Practice Aid, to estimate the fair value of its common stock. The methodologies included the Option Pricing Method utilizing the Backsolve Method(a form of the market approach defined in the AICPA Practice Aid) and the Probability‑Weighted Expected Return Method based upon the probability ofoccurrence of certain future liquidity events such as an initial public offering or sale of the Company. Each valuation methodology includes estimates andassumptions that require the Company’s judgment. Significant changes to the key assumptions used in the valuations could result in different fair values ofcommon stock at each valuation date. Research and development costs Research and development costs consist of costs the Company incurred for its own research and development activities and for preclinical studies andclinical trials. Research and development costs include salaries and personnel‑related costs, consulting fees, fees paid for contract research services, the costsof laboratory equipment and facilities, license fees and other external costs. These research and development costs are expensed when incurred.41 Table of Contents The Company records upfront and milestone payments made to third parties under licensing arrangements as an expense. Upfront payments are recordedwhen incurred and milestone payments are recorded when the specific milestone has been achieved. The Company accounts for government grants as a reduction of research and development expenses. Government grants are recorded at the time therelated research and development costs have been incurred by the Company and, accordingly, become eligible for reimbursement. The Company accrues forgovernment grants that have been earned but not yet received. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are deferred andcapitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. Stock‑based compensation The Company accounts for its stock‑based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”).ASC 718 requires all stock‑based payments to employees, including grants of employee stock options, to be recognized in the statements of operations basedon their grant date fair values. For stock options granted to employees and to members of the board of directors for their services on the board of directors, theCompany estimates the grant date fair value of each option award using the Black‑Scholes option‑pricing model. The use of the Black‑Scholesoption‑pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stockconsistent with the expected life of the option, risk‑free interest rates and expected dividend yields of the common stock. For awards subject to service‑basedvesting conditions, the Company recognizes stock‑based compensation expense, net of estimated forfeitures, equal to the grant date fair value of stockoptions on a straight‑line basis over the requisite service period. Clinical trial and pre-clinical study accruals Prior to the discontinuation of the Company's research and development activities, the Company estimated pre-clinical study and clinical trialexpenses pursuant to contracts with research institutions and contract research organizations that conducted and managed pre-clinical studies and clinicaltrials on the Company’s behalf. These estimates were based on the level of service performed and the underlying agreement. Further, the Company accruedexpenses related to clinical trials based on the level of patient enrollment and other activities according to the related agreements. The Company monitoredpatient enrollment levels and other activities to the extent reasonably possible and adjusted estimates accordingly. If actual costs incurred or the timing ofservices varied from the Company's estimate, the Company adjusted the accrual accordingly. On September 20, 2016 the Company announced its decision toclose the ongoing Phase 1 study of MRX34 and halted enrollment and dosing of patients in the study. RestructuringFollowing the closing of the Phase 1 MRX34 clinical trial, the Company implemented a workforce reduction in the fourth quarter of 2016 to reduceoperating expenses while it evaluates strategic alternatives. The majority of severance and benefits payments were settled during the first quarter of 2017. TheCompany entered retention agreements with key employees necessary to close the Phase 1 clinical trial of MRX34 if employees remained with the Companyuntil June 30, 2017 or were terminated by the Company without cause prior to such date. The Company has recognized the restructuring liability for suchretention agreements over the employees' service period.In accordance with ASC 420, Exit and Disposal Cost Obligations, the Company has also recognized contract termination costs in connection with aleased property it intended to occupy as its corporate headquarters and research facility, as well as a temporary lab in use prior to the discontinuation of theCompany's research and development activities. In addition, the Company has recognized asset impairments related to its lab equipment used in the Phase 1clinical trial, construction in process, and other property and equipment for which the Company does not expect to receive a future benefit.Amounts recorded in restructuring charges can result from a complex series of judgments about future events and uncertainties and can heavily rely onestimates and assumptions.42 Table of ContentsIncome taxes Income taxes are recorded in accordance with ASC 740, Accounting for Income Taxes (“ASC 740”), which provides for deferred taxes using an asset andliability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included inthe financial statements or tax returns. The Company determines its deferred tax assets and liabilities based on differences between financial reporting and taxbases of assets and liabilities, which are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets willnot be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Companyrecognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefitwill more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances.As of December 31, 2016 and 2015, the Company does not have any significant uncertain tax positions. Comprehensive loss Comprehensive loss is composed of net loss and other comprehensive income or loss. Other comprehensive loss consists of unrealized gains and losseson marketable securities. Cash and cash equivalents The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents,which consist primarily of cash, money market funds and U.S. treasury and agency securities with a maturity of less than 90 days when purchased, are statedat fair value. Concentrations of credit risk Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents and short-term marketablesecurities. The Company holds these investments in U.S. treasury and agency securities and highly‑rated corporate debt securities, and limits the amounts ofcredit exposure to any one financial institution. These amounts at times may exceed federally insured limits. The Company has not experienced any creditlosses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company has no off‑balance sheet concentrationsof credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements.At December 31, 2016, available-for-sale securities are invested in U.S. treasury and agency securities and highly-rated corporate debt securities that hada maturity date of three months or greater when acquired. As discussed in Note 3, the fair value of these securities was $44.1 million, or $4,000 less than theiroriginal par value purchase price. Fair value measurements The Company records money market funds at fair value. ASC Topic 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy forthose instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s ownassumptions (unobservable inputs). The hierarchy consists of three levels: •Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities.•Level 2—Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which areobservable, either directly or indirectly, for substantially the full term of the asset or liability.•Level 3—Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the assetor liability in which there is little, if any, market activity for the asset or liability at the measurement date. The carrying amounts reflected in the balance sheets for cash, prepaid expenses and other current assets, accounts payable, and accrued expensesapproximate their fair values at December 31, 2016 and 2015, due to their short‑term nature. 43 Table of ContentsThere have been no changes to the valuation methods during the years ended December 31, 2016 and 2015. The Company evaluates transfers betweenlevels at the end of each reporting period. There were no transfers of assets or liabilities between Level 1, Level 2 or Level 3 during the years endedDecember 31, 2016 or 2015.Marketable securitiesMarketable securities with maturities at purchase beyond one year, but less than twenty-four months, may be classified as short-term marketablesecurities based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations.Marketable securities with maturities at purchase beyond twenty-four months are classified as non-current. Available-for-sale securities are maintained by aninvestment manager and may consist of U.S. Treasury securities and government agency securities and corporate debt securities. Available-for-sale securitiesare carried at fair value with the unrealized gains and losses included in other comprehensive loss as a component of stockholders’ equity until realized. Anypremium or discount arising at purchase is amortized and/or accreted to interest income and/or expense over the life of the instrument. Realized gains andlosses are determined using the specific identification method and are included in other income.If any adjustment to fair value reflects a decline in value of the investment, the Company considers all available evidence to evaluate the extent towhich the decline is “other-than-temporary” and, if so, mark the investment to market through a charge to the Company’s statement of operations andcomprehensive loss.Restricted cashRestricted cash consists of cash amounts held for specific or limited purposes and, therefore, not available for general operating activities. In June 2016,the Company secured a standby letter of credit of $2.4 million for the benefit of the landlord for the Company's lease of approximately 23,578 square feet ofoffice and laboratory space in the event of default. The restricted cash consists of cash providing security under the terms of the lease described in Note 13.Property and equipment Property and equipment consist of laboratory equipment, computer equipment and software, leasehold improvements, furniture and fixtures and officeequipment. Property and equipment are stated at cost and depreciated using the straight‑line method over the estimated useful lives of the respective assets: ● Laboratory equipment 5-7 years● Computer equipment and software 3 years● Leasehold improvements shorter of asset’s useful life or remaining term of lease● Furniture and fixtures 5 years● Office equipment 5 years Costs of major additions and betterments are capitalized; maintenance and repairs, which do not improve or extend the life of the respective assets, arecharged to expense as incurred. Upon retirement or sale, the cost of the disposed asset and the related accumulated depreciation are removed from theaccounts and the resulting gain or loss is recognized. Impairment of long‑lived assets The Company periodically evaluates its long‑lived assets for potential impairment in accordance with ASC Topic 360, Property, Plant and Equipment.Potential impairment is assessed when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not berecovered. Recoverability of these assets is assessed based on undiscounted expected future cash flows from the assets, considering a number of factors,including past operating results, budgets and economic projections, market trends and product development cycles. If impairments are identified, assets arewritten down to their estimated fair value. The Company recognized an impairment charge of $1.4 million for the year ended December 31, 2016. 44 Table of ContentsOffering costs Deferred offering costs, which consist of direct incremental legal and professional accounting fees relating to preferred stock private placements andinitial public offerings, are capitalized. The deferred offering costs are offset against the proceeds from the offering upon the consummation of the offering. In2014, the Company’s initial public offering was delayed and the deferred offering costs for that offering in the amount of $1,920,000 were expensed. Segment and geographic information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by thechief operating decision maker, or decision making group, in making decisions on how to allocate resources and assess performance. The Company’s chiefoperating decision maker is the chief executive officer. The Company and the chief operating decision maker view the Company’s operations and manage itsbusiness as one operating segment. The Company operates in only one geographic segment. Net loss per share attributable to common stockholders Prior to the IPO, the Company used the two‑class method to compute net loss per common share attributable to common stockholders because theCompany has issued securities, other than common stock, that contractually entitle the holders to participate in dividends and earnings of the Company. Thetwo‑class method requires earnings for the period to be allocated between common stock and participating securities based upon their respective rights toreceive distributed and undistributed earnings. Historically, holders of the Company’s Series A, Series B, Series B‑1, Series C and Series D convertiblepreferred stock were entitled, on a pari passu basis, to receive dividends when, as and if declared by the board of directors, prior and in preference to anydeclaration or payment of any dividend on the common stock until such time as the total dividends paid on each share of Series C and Series D convertiblepreferred stock is equal to its cumulative dividends. The Series A, Series B and Series B‑1 convertible preferred stock would also be entitled to the dividendamount paid to common stockholders on an as‑if‑converted‑to‑common stock basis. As a result, all series of the Company’s convertible preferred stock wereconsidered participating securities. All of the Company’s outstanding preferred stock was converted to common stock in connection with the IPO in October2015. Under the two‑class method, for periods with net income, basic net income per common share is computed by dividing the net income attributable tocommon stockholders by the weighted‑average number of shares of common stock outstanding during the period. Net income attributable to commonstockholders is computed by subtracting from net income the portion of current year earnings that the participating securities would have been entitled toreceive pursuant to their dividend rights had all of the year’s earnings been distributed. No such adjustment to earnings is made during periods with a netloss, as the holders of the participating securities have no obligation to fund losses. Diluted net loss per common share is computed by using theweighted‑average number of shares of common stock outstanding. Due to net losses for the years ended December 31, 2016, 2015, and 2014, basic anddiluted net loss per share attributable to common stockholders were the same, as the effect of all potentially dilutive securities would have been anti‑dilutive. Recent accounting pronouncements In March 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-09, Compensation - Stock Compensation (Topic 718):Improvements to Employee Share Based Payment Accounting ("ASU 2016-09") as part of the FASB simplification initiative. The new standard provides forchanges to accounting for stock compensation including 1) excess tax benefits and tax deficiencies related to share-based payment awards will be recognizedas income tax expense in the reporting period in which they occur; 2) excess tax benefits will be classified as an operating activity in the statement of cashflow; 3) the option to elect to estimate forfeitures or account for them when they occur; and 4) increase tax withholding requirements threshold to qualify forequity classification. ASU 2016-09 is effective for public companies for annual periods, and interim periods within those annual periods, beginning afterDecember 15, 2016, and early adoption is permitted. The Company is currently evaluating the impact that ASU 2016-09 will have on the financialstatements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires the recognition of assets and liabilities arising fromlease transactions on the balance sheet and the disclosure of key information about leasing arrangements. Accordingly, a lessee will recognize a lease assetfor its right to use the underlying asset and a lease liability for the corresponding lease obligation. Both the asset and liability will initially be measured atthe present value of the future minimum lease payments over the lease term. Subsequent measurement, including the presentation of expenses and cash flows,will depend on the classification of the lease as either a finance or an operating lease. Initial costs directly attributable to negotiating and arranging the leasewill be included in the asset. For leases with a term of twelve months or less, a lessee can45 Table of Contentsmake an accounting policy election by class of underlying asset to not recognize an asset and corresponding liability. Lessees will also be required toprovide additional qualitative and quantitative disclosures regarding the amount, timing and uncertainty of cash flows arising from leases. These disclosuresare intended to supplement the amounts recorded in the financial statements and provide additional information about the nature of an organization’s leasingactivities. The new standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoptionpermitted. In transition, lessees are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospectiveapproach. The transition guidance also provides specific guidance for sale and leaseback transactions, build-to-suit leases and amounts previouslyrecognized in accordance with the business combinations guidance for leases. The Company is currently evaluating our expected adoption method and theimpact of this new standard on the financial statements. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The ASU isintended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concernand to provide related footnote disclosures. For all entities, the ASU is effective for annual periods ending after December 15, 2016 and interim periodswithin annual periods beginning after December 15, 2016. The Company adopted this standard in 2016. 3. Marketable Securities The following table summarizes the available-for-sale securities held at December 31, 2016 (in thousands):December 31, 2016 AmortizedCost UnrealizedGains UnrealizedLosses Fair ValueU.S. government agency securities andtreasuries $42,516 $4 $(8) $42,512Corporate debt securities 1,554 — — 1,554Total available-for-sale securities $44,070 $4 $(8) $44,066The Company did not have available for sale securities at December 31, 2015. There were no available for sale securities held as of December 31, 2016with maturities greater than one year. 4. Fair Value MeasurementsThe following sets forth the Company's assets that are measured at fair value on a recurring basis as of December 31, 2016 and December 31, 2015:46 Table of Contents Total Quotedprices inactivemarkets(Level 1) Significantotherobservable inputs(Level 2) Significantunobservableinputs(Level 3)December 31, 2016 Assets: Cash and Cash Equivalents Cash $2,785 $2,785 — —Money market funds 9,647 $9,647 — —US government agency securities and treasuries 4,000 — 4,001 Total cash and cash equivalents 16,432 12,432 4,001 —Marketable securities U.S. government agency securities andtreasuries 42,512 — 42,512 —Corporate debt securities 1,554 — 1,554 —Total marketable securities 44,066 — 44,066 — Restricted cash 2,432 2,432 — —Total assets $62,930 $14,864 $48,067 $— December 31, 2015 Assets: Money Market Funds 89,713 89,713 — —Total Assets $89,713 $89,713 $— $—Cash and cash equivalentsThe Company considers all highly liquid securities with original final maturities of three months or less from the date of purchase to be cashequivalents. As of December 31, 2016 and December 31, 2015, cash and cash equivalents are comprised of cash, money market accounts, U.S. governmentagency securities and corporate debt securities.Marketable securities. The cost of available-for-sale securities is adjusted for amortization of premiums and accretion of discounts to maturity. At December 31, 2016, thebalance in the Company’s accumulated other comprehensive loss was composed solely of activity related to the Company’s available-for-sale marketablesecurities. The Company has not realized material gains or losses on sales of available-for-sale investment securities during any of the periods presented. As of December 31, 2016, available for sale securities of approximately $15.4 million were in an unrealized loss position of $7,700. The Companyhas the intent and ability to hold such securities until recovery. The Company determined that there were no material changes in the credit risk of the aboveinvestments. The Company did not hold any investments with an other-than-temporary impairment as of December 31, 2016 and December 31, 2015.5. Property and Equipment Property and equipment consisted of the following (in thousands): December 31, December 31, 2016 2015Machinery, computers and equipment $385 $687Leasehold improvements — 18Accumulated depreciation (31) (330) $354 $37547 Table of Contents Depreciation expense was $159,000, $54,000 and $35,000 in 2016, 2015 and 2014, respectively. Following the discontinuation of research and development activities and corresponding workforce reduction, the Company determined that certainproperty and equipment was impaired and recognized an impairment charge of $1.4 million in restructuring charges in the statement of operations for theyear ended December 31, 2016 (see Note 9). 6. Accrued expenses Accrued expenses consist of the following (in thousands): December 31, 2016 2015Accrued restructuring $1,609 $—Professional fees 259 437Clinical trial costs 220 489Compensation and related items 154 1,151Other 158 137 $2,400 $2,214Included in accrued restructuring are severance and benefits of approximately $1,097,000 and the current portion of contract termination costsrelated to a leased facility of $512,000. See Note 9 for additional discussion. 7. Shareholders’ Equity Common Stock The voting, dividend and liquidation rights of holders of shares of common stock are subject to and qualified by the rights, powers and preferences of theholders of shares of convertible preferred stock. The Company’s common stock has the following characteristics: The holders of shares of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders and written actions inlieu of meetings. The holders of shares of common stock are entitled to receive dividends, if and when declared by the Company’s board of directors. Cash dividends maynot be declared or paid to holders of common stock until paid on each series of outstanding convertible preferred stock in accordance with their respectiveterms. As of December 31, 2016, no cash dividends have been declared or paid since the Company’s inception.Reverse Stock SplitIn September 2015, the stockholders approved a reverse stock split of the outstanding shares of the Company’s common stock, Series A convertiblepreferred stock, Series B convertible preferred stock, Series B-1 convertible preferred stock, Series C convertible preferred stock and Series D convertiblepreferred stock in which every 15 shares were converted into one share of the related stock. No fractional shares were issued as a result of the reverse stocksplit. The par value for each class of stock remained at $0.001 per share. The effect of the reverse stock split has been recognized retroactively, in all share andprice per share data presented in the financial statements and the notes to the financial statements. Offerings In September 2015, the Company entered into a new grant contract with Cancer Prevention and Research Institute of Texas (“CPRIT”) in connectionwith an award of approximately $16.8 million. The 2015 award was in the form of an agreement by CPRIT to purchase $16.8 million of shares of commonstock of the Company in a private placement concurrent with the initial public offering of the Company’s common stock. On October 5, 2015, CPRITpurchased 2,395,010 shares of the Company’s common stock at $7.00 per share. Net proceeds from the private placement, after related transaction offeringcosts, were approximately $16.6 million. 48 Table of ContentsIn October 2015, the Company issued 6.25 million shares of common stock in an underwritten public offering, with a price of $7.00 per share. Theunderwriters purchased an additional 704,962 shares of common stock pursuant to their options to purchase additional shares. The Companyreceived aggregate net proceeds of approximately $43.7 million in the public offering, after deducting the underwriting discounts and commissions andestimated offering expenses payable by the Company. 8. Stock Option Plans 2008 Long Term Incentive Plan During 2008, the Company adopted the 2008 Long Term Incentive Plan, which allows for incentive stock options for its employees and nonqualifiedstock options (inclusive of restricted stock units and stock appreciation rights) (the “2008 Plan”) for employees and nonemployees under which an aggregateof 330,582 stock options and stock purchase rights may be granted. In December 2013, the total amount available for grant under the 2008 Plan wasincreased by 224,200 to 554,782. In March 2014, the Company’s board of directors approved an increase of 115,153 shares available for grant pursuant tothe 2008 Plan to 669,935. In March 2015, the total amount of available to grant under the 2008 Plan was increased in conjunction with the Company’soffering of Series D preferred stock by 391,650 shares to 1,061,585. Options under the 2008 Plan have a maximum life of 10 years. Options vest at variousintervals, as determined by the Company’s board of directors at the date of grant. 2015 Equity Incentive Plan In August 2015, the Company’s board of directors approved the 2015 Equity Incentive Award Plan, (the “2015 Plan”), which was effective in connectionwith the pricing of the IPO on September 30, 2015. The 2015 Plan provides for the granting of a variety of stock‑based compensation awards, including stockoptions, stock appreciation rights, or SARs, restricted stock awards, restricted stock unit awards, deferred stock awards, dividend equivalent awards, stockpayment awards, performance awards and other stock‑based awards. The 2015 Plan is the successor to the 2008 Plan and the 706,656 options outstanding inthe 2008 Plan at December 31, 2016 may be transferred to the 2015 Plan if awards thereunder terminate, expire or lapse for any reason without the delivery ofshares to the holder thereof. As of December 31, 2016, 88,510 shares have been transferred from the 2008 Long Term Incentive Plan to the 2015 EquityIncentive Plan for awards that have terminated, expired or lapsed. Under the 2015 Plan, 1,671,800 shares of the Company’s common stock were initiallyauthorized and reserved for issuance. In addition, 1,041,526 shares of the Company's common stock were authorized and reserved for issuance in the firstquarter of 2016, for a total of 2,801,836 authorized for grant under the 2015 Plan at December 31, 2016. 2015 Employee Stock Purchase Plan In August 2015, the Company’s board of directors approved the 2015 Employee Stock Purchase Plan (the “ESPP”), which was effective in connectionwith the pricing of the IPO on September 30, 2015. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discountthrough payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The ESPP generally provides for set offering periods,and at the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock onthe first trading day of the offering period or on the last trading day of the offering period. Employees exercised their option to purchase 5,525 shares ofcommon stock under the ESPP as of December 31, 2016. Shares available for future purchase under the ESPP were 369,960 at December 31, 2016; however,the Company has suspended future issuances of Mirna Therapeutics, Inc. common stock under the ESPP plan.49 Table of ContentsStock Option Activity The Company’s stock option activity for the years ended December 31, 2016, 2015, and 2014 was as follows: Weighted‑ Average Weighted‑Average Number Exercise Contractual of Shares Price Life (years)Outstanding at December 31, 2013 354,833 $2.40 8.80Granted 234,447 8.10 Exercised (80,816) 2.40 Forfeited/canceled (7,553) 4.70 Outstanding at December 31, 2014 500,911 4.95 8.85Granted 1,057,082 6.82 Exercised (28,516) 2.36 Forfeited/canceled (18) 7.50 Outstanding at December 31, 2015 1,529,459 6.28 9.00Granted 928,250 4.41 Exercised (5,313) 1.65 Forfeited/canceled (547,182) 6.26 Outstanding at December 31, 2016 1,905,214 $5.39 7.49Options Exercisable at December 31, 2016 838,922 $5.45 5.57 The total intrinsic value of options exercised during the years ended December 31, 2016, 2015 and 2014 was $13,000, $160,000, and $383,000,respectively. The intrinsic value of options exercisable and total options outstanding at December 31, 2016 was $28,000 and $28,000, respectively. The totalfair value of options vested during the years ended December 31, 2016, 2015 and 2014 was $1,524,000, $858,000 and $198,000, respectively. Stock Based Compensation Expense Total stock‑based compensation expense was allocated as follows (in thousands): Year Ended December 31, 2016 2015 2014Research and development expense $372 $306 $110General and administrative expense 1,220 679 298 $1,592 $985 $408 There was approximately $3.5 million of unrecognized compensation cost related to the stock options granted under the 2015 Plan, which is expected tobe amortized over the next 2.6 years. There were no restricted stock units or stock appreciation rights granted under the 2015 Plans of December 31, 2016. The fair value of each stock option award is estimated on the date of grant using the Black‑Scholes option‑pricing model that uses the assumptions notedin the table below. Expected volatility for the Company’s common stock was determined based on an average of the historical volatility of a peer group ofsimilar companies. The Company has limited stock option exercise information. Accordingly, the expected term of stock options granted was calculatedusing the simplified method, which represents the average of the contractual term of the stock option and the weighted‑average vesting period of the stockoption. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The risk‑free rate for periodswithin the expected life of the stock option is based upon the U.S. Treasury yield curve in effect at the time of grant.50 Table of ContentsThe assumptions used in the Black‑Scholes option‑pricing model for stock option grants during the years ended December 31, 2016, 2015 and 2014 areas follows: Year Ended December 31, 2016 2015 2014Expected life (in years) 5.5 - 6.1 5.9 - 6.7 5.8-6.1Risk‑free interest rate 1.1% - 1.6% 1.6% - 2.0% 1.8% - 2.8%Expected volatility 76.9% - 79.5% 77.5% - 84.7% 75.3% - 85.4%Expected dividend yield — — —Weighted-average grant date fair value per share $2.97 $4.73 $5.40 No related tax benefits were recognized for the years ended December 31, 2016, 2015 or 2014. 9. Restructuring ChargesOn September 20, 2016, Mirna announced its decision to close the ongoing Phase 1 study of MRX34 and voluntarily halted the enrollment anddosing of patients in the study. Following the announcement, the Company received verbal notice from the U.S. Food and Drug Administration ("FDA") onSeptember 28, 2016 that its Investigational New Drug MRX34 had been placed on full clinical hold. Following the Company's announcement andnotification from the FDA, Mirna's Board of Directors approved a reduction of the total number of full-time employees from 36 to 12. The Company alsocommitted to retention payments to certain key employees if such employees remained with the Company until June 30, 2017 or were terminated by Mirnawithout cause prior to such date. Restructuring charges are expected to be incurred through June 30, 2017 and total approximately $4.7 million, includingnon-cash impairment charges of $1.4 million.Restructuring charges were as follows (in thousands): Year ended December 31, 2016Employee severance and related costs$1,554Contract termination costs1,486Asset impairment costs1,402Total restructuring charges$4,442There were no restructuring charges for the year ended December 31, 2015.The accrued restructuring activity during the year ended December 31, 2016 was as follows (in thousands): Employeeseverance andrelated costsContractTerminationCostsTotalBalance at December 31, 2015———Restructuring Charge$1,554$1,486$3,040Cash payments(457)—(457)Other (1)—7979Balance at December 31, 2016$1,097$1,565$2,662(1) Other includes the effect of historical deferred rent and prepaid balances recognized under the leases terminated under contract termination costs. Employee severance and related costsOf the total accrued restructuring balance of $2.7 million, approximately $1.6 million has been presented as a current liability and $1.1 million hasbeen presented as a long-term liability. Employee severance and benefits costs recorded in51 Table of Contentsrestructuring charges for the year ended December 31, 2016 included $1.5 million in employee severance and benefits costs and $0.1 million for accruedretention payments which are being recognized over the respective employee's service period.Contract termination costs Contract termination costs recorded in restructuring charges for the year ended December 31, 2016 of $1.5 million related to the Company'sdetermination to cease use and not occupy the Company's headquarters and research facility in connection with the lease the Company entered into in June2016 (see Note 14). In connection with this determination, the Company recorded a liability of $1.6 million, which is equal to the fair value of the leaseobligation at the cease-use date of November 20, 2016, after adjusting for the effects of prepaid and deferred rent balances related to the lease, of which $1.1million has been recorded as a long term liability in the balance sheets within Lease obligations. The Company estimated the liability for the contracttermination costs associated with the lease as of the cease-use date based on the discounted present value of the remaining lease payments, considering futureestimated sublease income, estimated broker fees and contractual executory costs.Asset impairment costsFollowing the discontinuation of research and development activities and corresponding workforce reduction, the Company determined that certainproperty and equipment was impaired and recognized an impairment charge of $1.4 million in restructuring expense in the statement of operations for theyear ended December 31, 2016. Of the total impairment charge, approximately $555,000 relates to the impairment of lab equipment which had a salvagevalue of $320,000 based on a third party appraisal of the lab equipment, which was sold for $325,000 in February 2017 (see Note 17). In addition, theCompany recognized an impairment of $591,000 in construction in progress for the Company's planned headquarters and research facility associated withthe termination of the lease contract discussed above. Further, following the workforce reduction, the Company sold or donated its remaining officeequipment with the exception of nominal office equipment necessary to continue administrative functions and the closure of its Phase 1 clinical trial,resulting in an impairment of furniture, computers and equipment and leasehold improvements of $256,000.52 Table of Contents10. Income Taxes The Company recorded no provision for income taxes as of December 31, 2016 due to reported net losses since inception. A reconciliation of the expected income tax benefit (expense) computed using the federal statutory income tax rate to the Company’s effective incometax rate is as follows for the years ended December 31, 2016, 2015 and 2014 (in thousands): 2016 2015 2014Income tax benefit computed at federal statutory tax rate $(8,931) $(8,494) $(5,383)Change in valuation allowance 9,287 9,002 5,675General business credits (572) (661) (386)Other 216 153 94Total $— $— $— The Company has established a valuation allowance due to uncertainties regarding the realization of deferred tax assets based upon the Company’s lackof earnings history. During the year ended December 31, 2016, the valuation allowance increased by $9.3 million. Significant components of the Company’sdeferred tax assets and liabilities as of December 31, 2016 and 2015 are as follows (in thousands): 2016 2015Net operating loss carryforwards $27,518 $19,562Depreciation and amortization 1,367 1,207Stock‑based compensation 597 260Credit carryforwards 1,717 1,147Prepaid expenses — —Accrued liabilities 538 264Total deferred tax assets 31,737 22,440Valuation allowance (31,737) (22,440)Net deferred tax asset $— $— As of December 31, 2016 and 2015, the Company had net operating loss (“NOL”) carryforwards for federal income tax purposes of approximately $80.9million and $57.5 million, respectively. As of December 31, 2016 and 2015, the Company also had available research and development tax credits for federalincome tax purposes of approximately $1,441,000 and $985,000, respectively. If not utilized, these carryforwards expire at various dates beginning in 2028.As of December 31, 2016, the Company had state research and development tax credit carryforwards of approximately $267,000, which will begin to expirein 2024 if not utilized.Utilization of the NOL carryforwards and tax credit carryforwards may be subject to a substantial annual limitation due to ownership change limitationsthat have occurred previously or that could occur in the future, as provided by Section 382 of the Internal Revenue Code of 1986 (“Section 382”), as well assimilar state provisions. Ownership changes may limit the amount of NOL carryforwards and tax credit carryforwards that can be utilized annually to offsetfuture taxable income and tax, respectively. In general, an ownership change, as defined by Section 382, results from transactions that increase the ownershipof 5% shareholders in the stock of a corporation by more than 50 percentage points in the aggregate over a three‑year period. The Company has notperformed a study to determine whether any ownership change has occurred since the Company’s formation through December 31, 2016. However, theCompany believes that it has experienced at least one ownership change in the past and that it may experience additional ownership changes as a result ofsubsequent shifts in its stock ownership. Should there be an ownership change that has occurred or will occur, the Company’s ability to utilize existingcarryforwards could be substantially restricted. The Company applies the accounting guidance in ASC 740 related to accounting for uncertainty in income taxes. The Company’s reserves related totaxes are based on a determination of whether, and how much of, a tax benefit taken by the Company in its tax filings or positions is more likely than not tobe realized following resolution of any potential contingencies53 Table of Contentspresent related to the tax benefit. As of December 31, 2016 and 2015, the Company had no unrecognized tax benefits. During the years ended December 31,2016 and 2015, the Company had no interest and penalties related to income taxes. The Company files income tax returns in the U.S. federal and Texas jurisdictions. As of December 31, 2016, the statute of limitations for assessment bythe Internal Revenue Service (“IRS”) is open for the 2013 and subsequent tax years, although carryforward attributes that were generated for tax years prior tothen may still be adjusted upon examination by the IRS if they either have been, or will be, used in a future period. The 2012 and subsequent tax yearsremain open and subject to examination by the State of Texas. There are currently no federal or state income tax audits in progress. 11. Shared Services Agreement with Asuragen On November 3, 2009, the Company entered into an agreement with Asuragen under which Asuragen shares space with and provides services to theCompany in support of the Company’s business. Such services have included human resources, finance and accounting, information technology, purchasing,shipping and receiving, equipment use, and various facility expenses. The Company pays Asuragen a monthly service fee for the services provided byAsuragen to the Company, which does not include direct charges incurred by Asuragen on behalf of the Company. The Company paid Asuragenapproximately $316,000, $490,000 and $506,000 for the years ended December 31, 2016, 2015 and 2014, respectively. On October 31, 2014, the Company entered into a sublease agreement with Asuragen for use of office, laboratory and shared space. Total rent expensewas approximately $59,000 and $89,000 for the year ended December 31, 2016 and 2015, respectively. Both the lease and the shared service agreementsexpired on August 31, 2016. 12. Retirement Plan The Company sponsors a defined contribution plan that provides all eligible employees an opportunity to accumulate funds for retirement. Employeeswho have completed 90 days of service and are at least 21 years of age may contribute to this plan, and these contributions are matched by the employer on abasis that is determined annually by the Company’s board of directors. The Company may also make profit sharing contributions to the plan. Employercontributions for 2016, 2015 and 2014 were approximately $169,000, $117,000 and $91,000, respectively.13. License Agreements Rosetta Genomics Ltd. In December 2015, the Company entered into a Patent License Agreement (the “License Agreement”) with Rosetta Genomics Ltd. (“Rosetta”), licensingto the Company certain patents owned or controlled by Rosetta as specified in the License Agreement. Under the License Agreement, Rosetta has granted theCompany a non-assignable, non- transferable, worldwide license for certain patents in connection with the development and commercialization of productsthat relate to the tumor suppressor microRNA MIR-34 (“Products”). This license is exclusive with respect to Products that relate to MRX34, the Company’sfirst product candidate which has been placed on full clinical hold by the Food & Drug Administration ("FDA") and non-exclusive for products that are notrelated to MRX34. Under the License Agreement, the Company paid Rosetta an up-front, non- refundable payment of $1.6 million in January 2016, which was accrued as anexpense within research and development for the year ended December 31, 2015. The Company shall also be obligated to pay low single- digit royalties onnet sales of Products, as well as royalties on sublicense revenues. Certain development and regulatory milestone payments totaling $3 million may also bepayable in connection with specified types of Products, upon the achievement of certain development and/ or regulatory milestone events. Marina Biotech, Inc. In December 2011, the Company entered into a licensing agreement with Marina, pursuant to which Marina granted to the Company a license toliposomal delivery technology, NOV340, known under the brand name “SMARTICLES,” to develop and commercialize drug products incorporatingMarina’s delivery system exclusively in combination with the Company’s first therapeutic product, MRX34, which has been placed on full clinical hold bythe FDA. In December 2013, the license agreement was amended to include three additional specific mimics selected by the Company to use withSMARTICLES on an exclusive basis, and in May 2015, the license agreement was further amended to reduce the amount of a specific milestone payment andto provide for the prepayment of such milestone payment. In August 2015, the Company also entered into a side letter to the license agreement, under whichit exercised its right to select an additional specific microRNA, in exchange for the payment of a specified selection fee payment.54 Table of Contents The Company has cumulatively paid Marina approximately $2.1 million through December 31, 2016 in up‑front and milestone payments and asconsideration for the inclusion within the license of four additional microRNA compounds. Although the Company has discontinued its research anddevelopment activities, the Company would be required to make payments to Marina based upon the achievement of certain development and regulatorymilestones, totaling up to $6 million in the aggregate for each licensed product. The Company has agreed to pay up to an additional $4 million per licensedproduct upon the achievement of certain regulatory milestones for a specified number of additional indications, leading to a maximum cap on all milestonepayments of $10 million per product. The exception to this is for the Company’s first therapeutic product, MRX34, where the aggregate of all remainingdevelopment and regulatory milestone payments due to Marina, including for all additional indications, is $4.0 million. In addition to milestone payments, the Company will be required to pay low single digit royalties on net sales of licensed products other than MRX34,subject to customary reductions and offsets. As a result of the Company’s 2013 amendment to the agreement with Marina, the Company is no longer requiredto pay a royalty to Marina with respect to sales of the Company’s first therapeutic product, MRX34. If the Company sublicenses its rights under the licensefrom Marina, for each optioned microRNA compound covered by such sublicense the Company is required to pay a specified lump‑sum paymentrepresenting the remainder of the selection fee for the inclusion of such microRNA compound within the scope of the license agreement, as well as a portionof any revenue the Company receives from such sublicensees at a tiered percentage between the very low single digits and the mid‑teens, depending on thecircumstances in which the sublicense is entered into.Yale University In 2006, Asuragen entered into an exclusive license agreement with Yale University (“Yale”) under certain patent rights relating to microRNAs arisingfrom the laboratory of Dr. Frank Slack. This agreement was assigned to the Company by Asuragen in connection with the Company’s acquisition of certainassets, including patent rights, in 2009. In February 2014, the Company as successor‑in‑interest to Asuragen, amended and restated the exclusive licenseagreement. Some of the patent filings in the Company’s intellectual property portfolio that are licensed to the Company by Asuragen are also included in thepatents licensed under the agreement with Yale. The Company will be required to pay royalties to Yale on net sales of licensed products that containspecified microRNAs, at a percentage ranging from the very low to the low single digits, subject to customary reductions and offsets. The Company will alsobe required to pay to Yale a portion of specified gross revenue that the Company receives from the Company’s sublicensees at a percentage in the mid‑singledigits. The Company will be required to make payments for achievement of certain development and regulatory milestones by products containing onespecified microRNA and covered by the licensed patents, of up to $600,000 in the aggregate for each such product, subject to reduction in certaincircumstances. In addition, the Company is required to pay an annual license maintenance fee and minimum annual royalties under certain circumstances.The Company provided Yale University with notice of termination effective March 2017, following the discontinuation of its research and developmentactivities. 55 Table of Contents14. Commitments and Contingencies Operating LeaseIn June 2016, the Company entered into a lease for its corporate headquarters and research facility in Austin, Texas (the “Headquarters”) under anoperating lease agreement (the “Lease”). The Lease commenced on January 1, 2017 (the "Commencement Date"). The initial term of the lease is fora 123 month period, with the option to extend the lease for up to two consecutive 60 month terms. Rent expense under the Lease for year ended December 31,2016 through the cease-use date discussed in Note 9 was approximately $165,000. The Lease provides annual base rent of approximately $600,000 in the first year after a three-month rent-free period following the CommencementDate, with subsequent annual increases of approximately 3% in the annual base rent. In connection with the Lease, the landlord has provided a tenantimprovement allowance of approximately $1.9 million to be used by the Company to build-out certain improvements to the Headquarters. The Lease alsoprovides for an additional improvement allowance of up to $1.3 million. The additional allowance, if exercised, will amortize over 120 months on a straight-line basis. There have been no draws on the additional improvement allowance as of December 31, 2016. Mirna has obtained a standby letter of credit for the initial amount of approximately $2.4 million (the "Letter of Credit"), which may be drawn downby the landlord in the event of default. If Mirna meets certain requirements, the amount due under the Letter of Credit may be reduced toapproximately $800,000. In November 2016, following the workforce reduction described in Note 8, the Company determined to cease use and not occupy the headquartersand research facility under the Lease. See Note 9 to the financial statements for further information on the accounting for the Lease.Under the Lease, future minimum payments payable are approximately as follows: OperatingPeriod ending December 31,Lease2017$450,9292018614,8552019633,3642020652,3402021 and thereafter4,565,888Total$6,917,376CPRITIn August 2010, the Company entered into a grant contract with the Cancer Prevention and Research Institute of Texas (CPRIT), under which itreceived a $10.3 million commercialization award from the State of Texas through CPRIT. CPRIT was established to expedite innovation andcommercialization in the area of cancer research and to enhance access to evidence-based prevention programs and services throughout the State of Texas.The award was a three-year award that was funded annually, and the contract terminated on January 31, 2014, subject to the Company's obligations to makecertain payments that survive termination. Under the terms of the award, the Company will be required to pay to CPRIT a portion of the Company's revenuesfrom sales of certain products by the Company, or received from our licensees or sublicensees, at a percentage in the low single digits until the aggregateamount of such payments equals a specified multiple of the grant amount, and thereafter at a rate of less than one percent, subject to the Company's right,under certain circumstances, to make a one-time payment in a specified amount to CPRIT to buy out such payment obligations. The 2010 grant contract alsocontains a provision that provides for repayment to CPRIT some amount not to exceed the full amount of the grant proceeds under certain specifiedcircumstances involving relocation of our principal place of business outside Texas.Legal Contingencies The Company does not currently have any contingencies related to ongoing legal matters. 56 Table of Contents15. Net Loss Per Share Attributable to Common Stockholders The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company (inthousands, except share and per share data): Year Ended December 31, 2016 2015 2014Net loss $(26,268) $(24,983) $(15,834)Accretion of convertible preferred stock to redemption value — (449) —Accrued dividends on convertible preferred stock — (3,871) (2,824)Net loss attributable to common stockholders—basic and diluted (26,268) (29,303) (18,658)Weighted-average number of common shares—basic and diluted 20,833,963 5,010,323 64,131Net loss per share attributable to common stockholders—basic and diluted $(1.26) $(5.85) $(291.00)The following potentially dilutive securities outstanding, prior to the use of the treasury stock method or if‑converted method, have been excluded fromthe computation of diluted weighted‑average common shares outstanding, because including them would have had an anti‑dilutive effect due to the lossesreported. December 31, 2016 2015 2014Convertible preferred stock — 7,921,490 5,599,939Stock options 1,905,214 1,529,459 500,911 1,905,214 9,450,949 6,100,850 16. Selected Quarterly Data (unaudited) The following table contains quarterly financial information for 2016 and 2015. The operating results for any quarter are not necessary indicative ofresults for any future period. 2016 Quarter Ended December 31 September 30 June 30 March 31Operating Expenses: Research and development $2,341 $3,384 $3,682 $4,523General and administrative 1,999 1,940 2,049 2,130Restructuring charges 4,442 — — —Loss on disposal of assets — 128 Total operating expenses 8,782 5,452 5,731 6,653Other (income) (88) (87) (93) (82)Net loss (8,694) (5,365) (5,638) (6,571)Net loss per share attributable to common stockholders—basic and diluted (0.42) (0.26) (0.27) (0.32) 57 Table of Contents 2015 Quarter Ended December 31 September 30 June 30 March 31Operating Expenses: Research and Development $6,363 $4,683 $4,499 $3,402General and Administrative 2,462 1,556 1,185 877Total operating expenses 8,825 6,239 5,684 4,279Other (income) (36) (8) — —Net loss (8,789) (6,231) (5,684) (4,279)Net loss attributable to common stockholders (8,890) (7,785) (7,229) (5,397)Net loss per share attributable to common stockholders—basic and diluted (0.45) (82.16) (78.87) (60.99)17. Subsequent EventsSale of Lab EquipmentIn February 2017, the Company entered into an Asset Purchase Agreement for the sale of the Company's Lab Equipment with a third party for cashconsideration of $325,000. The selling price of the Lab Equipment approximated its book value at December 31, 2016.58 Table of ContentsITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act refers to controls and proceduresthat are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded,processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, withoutlimitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under theExchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or personsperforming similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management recognizes that any controls andprocedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarilyapplies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed toprovide reasonable assurance of achieving their control objectives. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosurecontrols and procedures as of December 31, 2016, the end of the period covered by this Annual Report on Form 10-K. Based upon such evaluation, our ChiefExecutive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level asof such date. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financialreporting is a process designed by, or under the supervision of, our Principal Executive Officer and Principal Financial Officer to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accuratelyand fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made onlyin accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, weconducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in “Internal Control-IntegratedFramework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our management concluded that ourinternal control over financial reporting was effective as of December 31, 2016.Attestation Report of the Registered Public Accounting FirmThis Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm due to the deferral allowed under theJOBS Act for emerging growth companies.Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting that occurred during the period covered by this Annual Report on Form 10-K thathas materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 59 Table of ContentsITEM 9B. OTHER INFORMATION None.60 Table of ContentsPART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The following table sets forth information regarding our executive officers and directors as of March 1, 2017:NameAgePosition/Office Held With the CompanyDirectorSinceDirector TermExpiresExecutive Officers Paul Lammers, M.D., M.Sc.59President and Chief Executive Officer,Director20092018Vincent O’Neill, M.D.48Chief Medical Officer Alan Fuhrman60Chief Financial Officer Casi DeYoung46Chief Business Officer Non-Employee Directors Lawrence M. Alleva67Director20142017Peter S. Greenleaf47Director20162019Edward Mathers57Director20122018Perry Nisen, M.D., Ph.D.61Director20162019Michael Powell, Ph.D.62Director20122017Matthew Winkler, Ph.D.64Director20072019Executive OfficersPaul Lammers, M.D., M.Sc. Dr. Lammers has served as a member of our board of directors and as our President and Chief Executive Officer sinceNovember 2009. Previously, Dr. Lammers was the President of Repros Therapeutics Inc., or Repros Therapeutics, a biopharmaceutical company, fromFebruary 2009 until October 2009. From August 2002 until September 2008, Dr. Lammers served as the Chief Medical Officer for EMD Serono, Inc., abiopharmaceutical division of Merck KGaA, a global pharmaceutical and chemical group. Previously, Dr. Lammers served as the Senior Vice President ofclinical and regulatory affairs at Zonagen, Inc., which later became Repros Therapeutics. Dr. Lammers began his career with Organon International, apharmaceutical company, spending eight years in the commercial and clinical operations in Europe and the United States. Dr. Lammers received a M.Sc. andM.D. from the Catholic University (Radboud University) in Nijmegen, The Netherlands. Dr. Lammers has been chosen to serve on our board of directors dueto his management experience in multiple pharmaceutical and biopharmaceutical companies and drug development.Vincent O’Neill, M.D., Bsc, MRCP (UK). Dr. O’Neill has served as Chief Medical Officer since April 2016. He previously served as the Chief MedicalOfficer of Exosome Diagnostics, a healthcare company, from June 2014 to March 2016. From June 2012 to May 2014, Dr. O’Neill served as the Global Headof Personalized Medicine and Companion Diagnostics at Sanofi S.A., a multinational pharmaceutical company. Before that, Dr. O’Neill was employed as aGroup Director at Genentech, Inc., a biotechnology company, from February 2009 to June 2012. Dr. O’Neill has also served at GlaxoSmithKline, BeatsonOncology Centre, F. Hoffmann La-Roche and the University of Glasgow. Dr. O’Neill holds a BSc (Hons), MBChB and an M.D. from the University ofGlasgow.Alan Fuhrman. Mr. Fuhrman has served as our Chief Financial Officer since September 2015. Mr. Fuhrman previously served as the Chief FinancialOfficer of Ambit Biosciences Corporation, a biopharmaceutical company, from October 2010 through the company’s initial public offering in 2013 and untilits sale to Daiichi Sankyo for up to $410 million. Prior to this role, Mr. Fuhrman served as Chief Financial Officer of Naviscan, Inc., a privately-held medicalimaging company, from November 2008 until September 2010, and as Chief Financial Officer of Sonus Pharmaceuticals, Inc., a pharmaceutical company,from September 2004 until August 2008. Mr. Fuhrman is a member of the board of directors of Loxo Oncology, Inc., a biopharmaceutical company. Earlier inMr. Fuhrman’s career he practiced as a CPA with Coopers and Lybrand. Mr. Fuhrman received a B.S. in both Business Administration and AgriculturalEconomics from Montana State University.61 Table of ContentsCasi DeYoung. Ms. DeYoung has served as our Chief Business Officer since March 2014. From May 2008 to December 2013, Ms. DeYoung served asthe Vice President of Business Development for Reata Pharmaceuticals, Inc., a biopharmaceutical company. Previously, Ms. DeYoung served as the VicePresident of Business Development for ODC Therapy, Inc., an immunotherapy company. From 2000 to 2005, Ms. DeYoung served in various roles, includingthe Director of Global Oncology Operations, for EMD Pharmaceuticals, Inc., the U.S. affiliate of Merk KGaA, a global healthcare company. Ms. DeYoungreceived a B.S. in Chemistry from Southwestern University and an M.B.A. from the University of Texas at Austin.Non-Employee DirectorsLawrence M. Alleva. Mr. Alleva joined our board in July 2014. Prior to his retirement in June 2010, Mr. Alleva worked withPricewaterhouseCoopers LLP, or PwC, for 39 years, 28 of which as a partner with the firm. Mr. Alleva served clients primarily in the technology sector,including numerous pharmaceutical and biotechnology companies. Additionally, he served PwC in a variety of office, regional and national practiceleadership roles, most recently as the U.S. Ethics and Compliance Leader (Assurance) for PwC from 2006 until his retirement. Mr. Alleva is a Certified PublicAccountant (inactive). Mr. Alleva received a B.S. from Ithaca College (magna cum laude) and attended Columbia University’s Executive MBA program.Mr. Alleva also serves as a director for public companies Tesaro Inc., Bright Horizons Family Solutions, and Adaptimmune Ltd., and previously served on theboard of GlobalLogic Inc. Mr. Alleva has been chosen to serve on our board of directors due to his financial and accounting experience as a director and apublic accounting partner serving multiple healthcare, pharmaceutical and biopharmaceutical companies.Peter S. Greenleaf. Mr. Greenleaf has been the Chief Executive Officer and a Director of Sucampo Pharmaceuticals, Inc., a biopharmaceutical company,or Sucampo, since March 2014 and was appointed chairman of the board in January 2016. In addition, Mr. Greenleaf is currently a Director of MastTherapeutics, Inc., a biopharmaceutical company, and has served since November 2015. Prior to his leadership of Sucampo, Mr. Greenleaf was CEO and aboard member of Histogenics Corporation, a regenerative medicine company, from June 2013 through February 2014. From April 2006 to June 2013,Mr. Greenleaf was employed by MedImmune LLC, or MedImmune, the global biologics arm of AstraZeneca, a biopharmaceutical company, where he mostrecently served as President. While at MedImmune, Mr. Greenleaf was instrumental in driving the expansion of MedImmune’s pipeline into over 120 clinicaland pre-clinical programs and the commercialization of its marketed products. Mr. Greenleaf also served as President of MedImmune Ventures, Inc., a venturecapital subsidiary of MedImmune, from January 2010 to June 2013, a wholly-owned venture capital fund within the AstraZeneca Group, where he ledinvestment in emerging biopharmaceutical, medical device, and diagnostic companies. Prior to serving as President of MedImmune, Mr. Greenleaf was theChief Commercial Officer of the company, responsible for its commercial, corporate development and strategy functions. Mr. Greenleaf has also held seniorcommercial roles at Centocor Biotech, Inc. (now Jansen Biotech, Inc.), a biotechnology company, from 1998 to 2006 and prior to that Boehringer MannheimG.m.b.H. (now Roche Holdings), a pharmaceutical company, from 1996 to 1998. Mr. Greenleaf currently chairs the Maryland Venture Fund Authority, whosevision is to oversee implementation of InvestMaryland, a public-private partnership to spur venture capital investment in the state. Mr. Greenleaf is also amember of the board of directors of the Biotechnology Industry Organization (BIO), where he also serves on the Governing Board of the EmergingCompanies Section. He is also a member of the board of directors of the Pharmaceutical Research and Manufacturers of America (PhRMA). Mr. Greenleaf’sprevious Board appointments include the University of Maryland Baltimore Foundation, Inc.; Rib-X Pharmaceuticals, biopharmaceutical company;LigoCyte Pharmaceuticals, a biopharmaceutical company (acquired by Takeda Pharmaceutical Company Limited in 2012); and Corridor Pharmaceuticals, abiopharmaceutical company. He received a M.B.A. degree from St. Joseph’s University and a B.S. degree from Western Connecticut State University.Mr. Greenleaf has been chosen to serve on our board of directors due to his leadership experience and extensive commercialization, strategic planning, anddrug development experience in the biopharmaceutical industry.Edward Mathers. Mr. Mathers has served as a member of our board of directors since October 2012. Since August 2008, Mr. Mathers has been a Partnerat New Enterprise Associates, Inc., or NEA, a private venture capital firm focusing on technology and healthcare investments. Mr. Mathers serves on the boardof directors of the following pharmaceutical companies: Amplyx Pharmaceuticals, Inc., ObsEva SA, SunLogic, LLC, Ziarco Group Limited, EnvisiaTherapeutics, Inc., Ra Pharmaceuticals, Inc., Rhythm Pharmaceuticals, and Lumos Pharma. Mr. Mathers also serves on the board of directors of LiquidiaTechnologies, a biotechnology company. From 2002 to 2008, Mr. Mathers served as Executive Vice President, Corporate Development and Venture atMedImmune, Inc., or MedImmune, the global biologics arm of AstraZeneca, a biopharmaceutical company, and led its venture capital subsidiary,MedImmune Ventures, Inc. Before joining MedImmune in 2002, he was Vice President, Marketing and Corporate Licensing and Acquisitions at InhaleTherapeutic Systems, a biotechnology company. Previously, Mr. Mathers spent 15 years at Glaxo Wellcome, Inc. (now GlaxoSmithKline plc), apharmaceutical company, where he held various sales and marketing positions. Mr. Mathers received a B.S. in Chemistry from North Carolina StateUniversity. Mr. Mathers has been chosen to serve on our board of directors due to his experience with the healthcare and pharmaceutical industries and hisbroad management experience.62 Table of ContentsPerry Nisen, M.D., Ph.D. Dr. Nisen has served as a member of our board of directors since June 2016. He has been Chief Executive Officer of SanfordBurnham Prebys Medical Discovery Institute, a non-profit medical research institute, since August 2014 and holds the Donald Bren Chief Executive Chair.From June 2004 to September 2014, Dr. Nisen served in various roles at GlaxoSmithKline plc, a pharmaceutical company, including most recently SeniorVice President of Science and Innovation, as well as Chief Medical Officer, Senior Vice President and Oncology Therapy Area Head, Senior Vice President ofCancer Research, Senior Vice President of Clinical Pharmacology and Discovery Medicine. Before that, Dr. Nisen was Divisional Vice President of CancerResearch and Oncology Development at Abbott Laboratories, Inc., a healthcare company. Dr. Nisen holds a B.S. from Stanford University and M.D. and Ph.D.degrees from the Albert Einstein College of Medicine. Dr. Nisen has been chosen to join our board of directors because of his medical and scientific expertise,experience in the healthcare industry and broad management experience.Michael Powell, Ph.D. Dr. Powell has served as Chairman of our board of directors since October 2012. Since 1997, Dr. Powell has been a GeneralPartner of Sofinnova Ventures, a venture capital firm. Previously, Dr. Powell has held positions at Genentech, Inc., a biotechnology company, Cytel, aresearch and development company, and Syntex Research Group, a pharmaceutical company. Dr. Powell is currently a director of Dauntless Pharmaceuticals,a biopharmaceutical company, Alvine Pharmaceuticals, a biopharmaceutical company, Ascenta Therapeutics, a biopharmaceutical company, CheckmatePharmaceuticals, a biopharmaceutical company, Dauntless 1, a biopharmaceutical company, and Ocera Therapeutics, a publicly traded biopharmaceuticalcompany. Dr. Powell is an Adjunct Professor at the University of Kansas. Dr. Powell is the Board President of the AIDS Vaccine Advocacy Coalition andserves on the advisory board of the Institute for the Advancement of Medical Innovation at the University of Kansas. Dr. Powell received a B.S. in Chemistryfrom Scarborough College, a Ph.D. in Physical Chemistry from the University of Toronto and completed his post-doctorate work in Bioorganic Chemistry atthe University of California. Dr. Powell has been chosen to serve on our board of directors due to his experience with the life sciences and pharmaceuticalindustries and the venture capital industry.Matthew Winkler, Ph.D. Dr. Winkler was our founder and has served as a member of our board of directors since December 2007, including as Chairmanuntil October 2012. During 2008 to 2009, Dr. Winkler served as our Executive Chairman. Since January 2013, Dr. Winkler has been the Chairman of theboard of directors of Asuragen, Inc., or Asuragen, a molecular diagnostic and pharmacogenomics service company, where he also served as the ChiefExecutive Officer from 2006 to December 2012. Prior to Asuragen, Dr. Winkler was the founder and Chief Executive Officer of Ambion, Inc., a privately heldcompany that developed and sold research reagents for RNA analysis. Until March 2016, Dr. Winkler served on the board of Second Genome, abiotherapeutics company. Dr. Winkler received a B.S. in Genetics and a Ph.D. in Zoology from the University of California at Berkeley. Dr. Winkler was anAssistant and Associate Professor of Zoology at the University of Texas from 1983 to 1991. Dr. Winkler has been chosen to serve on our board of directorsdue to his management experience in the life sciences and pharmaceutical industries.Section 16(a) Beneficial Ownership Reporting ComplianceSection 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires the Company’s directors and executive officers, andpersons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports ofchanges in ownership of common stock and other equity securities of the Company. Officers, directors and greater than 10% stockholders are required bySEC regulations to furnish the Company with copies of all Section 16(a) forms they file.To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no otherreports were required, during the year ended December 31, 2016, all Section 16(a) filing requirements applicable to our officers, directors and greater than10% beneficial owners were complied with, except for Mr. Alleva, Mr. Greenleaf, Mr. Mathers, Dr. Nisen, Dr. Powell, Dr. Winkler and Dr. Siegall for whomForm 4 filings relating to grants made in connection with the 2016 annual meeting were filed late due to an administrative delay.Board CompositionClassified Board of DirectorsIn accordance with our amended and restated certificate of incorporation, our board of directors is divided into three classes with staggered, three-yearterms as set forth below. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time ofelection and qualification until the third annual meeting following election.63 Table of Contents•The Class I directors are Dr. Winkler, Mr. Greenleaf and Dr. Nisen, and their terms will expire at the 2019 Annual Meeting of Stockholders;•The Class II directors are Mr. Alleva and Dr. Powell, and their terms will expire at the 2017 Annual Meeting of Stockholders; and•The Class III directors are Dr. Lammers and Mr. Mathers, and their terms will expire at 2018 Annual Meeting of Stockholders.The authorized number of directors may be changed only by resolution of the board of directors. Any additional directorships resulting from an increasein the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Thedivision of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in controlof our company.Leadership Structure of the BoardOur board of directors has separated the positions of Chairman of the board and Chief Executive Officer. Separating these positions allows our ChiefExecutive Officer to focus on our day-to-day business, while allowing the Chairman of the board to lead the board in its fundamental role of providing adviceto and independent oversight of management. The board recognizes the time, effort and energy that the Chief Executive Officer is required to devote to hisposition in the current business environment, as well as the commitment required to serve as Chairman of the board, particularly as the board’s oversightresponsibilities continue to grow. While our bylaws and corporate governance guidelines do not require that our Chairman and Chief Executive Officerpositions be separate, the board believes that having separate positions and having an independent outside director serve as Chairman is the appropriateleadership structure for us and demonstrates our commitment to good corporate governance. However, our board of directors will continue to periodicallyreview our leadership structure and may make such changes in the future as it deems appropriate.Role of Board in Risk Oversight ProcessRisk assessment and oversight are an integral part of our governance and management processes. Our board of directors encourages management topromote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic andoperational risks at regular management meetings, and conducts specific strategic planning and review sessions during the year that include a focuseddiscussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the board of directors at regular boardmeetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken bymanagement to mitigate or eliminate such risks.Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board ofdirectors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight.In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure, our audit committee is responsible for overseeing ourmajor financial risk exposures and the steps our management has taken to monitor and control these exposures. The audit committee also monitorscompliance with legal and regulatory requirements. Our nominating and governance committee monitors the effectiveness of our corporate governanceguidelines and considers and approves or disapproves any related-persons transactions. Our compensation committee assesses and monitors whether any ofour compensation policies and programs has the potential to encourage excessive risk-taking.Board CommitteesAudit CommitteeOur audit committee oversees our corporate accounting and financial reporting process. Among other matters, the audit committee:•appoints our independent registered public accounting firm;•evaluates the independent registered public accounting firm’s qualifications, independence and performance;•determines the engagement of the independent registered public accounting firm;•reviews and approves the scope of the annual audit and the audit fee;•discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterlyfinancial statements;•approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;64 Table of Contents•monitors the rotation of partners of the independent registered public accounting firm on our engagement team as required by law;•is responsible for reviewing our financial statements and our management’s discussion and analysis of financial condition and results of operationsto be included in our annual and quarterly reports to be filed with the SEC;•reviews our critical accounting policies and estimates; and•annually reviews the audit committee charter and the committee’s performance.The current members of our audit committee are Mr. Alleva, who serves as the chairman of the committee, Mr. Greenleaf and Dr. Nisen. Each of themembers of our audit committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and NASDAQ. Our boardof directors has determined that Mr. Alleva is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisitefinancial sophistication as defined under the applicable rules and regulations of NASDAQ. Under the rules of the SEC, members of the audit committee mustalso meet heightened independence standards. Our board of directors has determined that each the members of our audit committee is independent under theheightened independence standards under the applicable rules of NASDAQ. The audit committee operates under a written charter that satisfies the applicablestandards of the SEC and NASDAQ. A copy of the audit committee charter is available to security holders on the Company’s website athttp://investor.mirnarx.com/corporate-governance.cfm.Compensation CommitteeOur compensation committee reviews and recommends policies relating to compensation and benefits of our officers and employees. The compensationcommittee reviews and recommends corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers,evaluates the performance of these officers in light of those goals and objectives and recommends to our board of directors the compensation of these officersbased on such evaluations. The compensation committee also recommends to our board of directors the issuance of stock options and other awards under ourstock plans. The compensation committee will review and evaluate, at least annually, the performance of the compensation committee and its members,including compliance by the compensation committee with its charter.The current members of our compensation committee are Dr. Powell, who serves as the chairperson of the committee, and Mr. Mathers. Each of themembers of our compensation committee is independent under the applicable rules and regulations of NASDAQ, is a “non-employee director” as defined inRule 16b-3 promulgated under the Exchange Act and is an “outside director” as that term is defined in Section 162(m) of the U.S. Internal Revenue Code of1986, as amended, or Section 162(m). The compensation committee operates under a written charter that satisfies the applicable standards of the SEC andNASDAQ. A copy of the compensation committee charter is available to security holders on the Company’s website at http://investor.mirnarx.com/corporate-governance.cfm.Our compensation committee has retained Radford, Inc., or Radford, a nationally-recognized compensation consulting firm, to serve as its independentcompensation consultant and to conduct market research and analysis on our various executive positions, to assist the committee in developing appropriateincentive plans for our executives on an annual basis, to provide the committee with advice and ongoing recommendations regarding material executivecompensation decisions, and to review compensation proposals of management. Radford reports directly to the compensation committee and does notprovide any non-compensation related services to us. In compliance with the disclosure requirements of the SEC regarding the independence ofcompensation consultants, Radford addressed each of the six independence factors established by the SEC with our compensation committee. Its responsesaffirmed the independence of Radford on executive compensation matters. Based on this assessment, our compensation committee determined that theengagement of Radford does not raise any conflicts of interest or similar concerns. In addition, our compensation committee evaluated the independence ofits other outside advisors to the compensation committee, including outside legal counsel, considering the same independence factors and concluded theirwork for our compensation committee does not raise any conflicts of interest. Our compensation committee operates under a written charter that satisfies theapplicable standards of the SEC and NASDAQ.Nominating and Corporate Governance CommitteeThe nominating and corporate governance committee is responsible for making recommendations to our board of directors regarding candidates fordirectorships and the size and composition of our board of directors. In addition, the nominating and corporate governance committee is responsible foroverseeing our corporate governance policies and reporting and making recommendations to our board of directors concerning governance matters.The current members of our nominating and corporate governance committee are Mr. Mathers, who serves as the chairman of the committee, andMr. Alleva. Each of the members of our nominating and corporate governance committee is an independent director under the applicable rules andregulations of NASDAQ relating to nominating and corporate governance committee65 Table of Contentsindependence. The nominating and corporate governance committee operates under a written charter. A copy of the nominating and corporate governancecommittee charter is available to security holders on the Company’s website at http://investor.mirnarx.com/corporate-governance.cfm.Board DiversityOur nominating and corporate governance committee is responsible for reviewing with the board of directors, on an annual basis, the appropriatecharacteristics, skills and experience required for the board of directors as a whole and its individual members. In evaluating the suitability of individualcandidates (both new candidates and current members), the nominating and corporate governance committee, in recommending candidates for election (and,in the case of vacancies, appointing), and the board of directors, in approving such candidates, will take into account many factors, including the following:•personal and professional integrity;•ethics and values;•experience in corporate management, such as serving as an officer or former officer of a publicly held company;•experience in the industries in which we compete;•experience as a board member or executive officer of another publicly held company;•diversity of expertise and experience in substantive matters pertaining to our business relative to other board members;•conflicts of interest; and•practical and mature business judgment.Currently, our board of directors evaluates each individual in the context of the board of directors as a whole, with the objective of assembling a groupthat can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity ofexperience in these various areas.Code of Business Conduct and EthicsWe have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsiblefor financial reporting. The code of business conduct and ethics is available on our website at http://investor.mirnarx.com/corporate-governance.cfm. We willdisclose any substantive amendments to the code of business conduct and ethics, or any waiver of its provisions, on our website. The reference to our websitedoes not constitute incorporation by reference of the information contained at or available through our website.Limitation on Liability and Indemnification MattersOur amended and restated certificate of incorporation contains provisions that limit the liability of our directors for monetary damages to the fullestextent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach offiduciary duties as directors, except liability for:•any breach of the director’s duty of loyalty to us or our stockholders;•any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;•unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law;or•any transaction from which the director derived an improper personal benefit.Our amended and restated certificate of incorporation and amended and restated bylaws provide that we are required to indemnify our directors andofficers, in each case to the fullest extent permitted by Delaware law. Our amended and restated bylaws also provide that we are obligated to advanceexpenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of anyofficer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise bepermitted to indemnify him or her under Delaware law.We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined byour board of directors. With specified exceptions, these agreements provide for indemnification for related expenses including, among other things,attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding brought against them by reason ofthe fact that they are or were our agents. We believe that these provisions in our amended and restated certificate of incorporation and amended and restatedbylaws and indemnification agreements are necessary to attract and retain qualified directors and officers. We also maintain directors’ and officers’ liabilityinsurance. This description of the limitation of liability and indemnification provisions of our amended and restated certificate of incorporation, of ouramended and restated bylaws and of our indemnification agreements is qualified in its entirety by reference to these documents.66 Table of ContentsThe limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws maydiscourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty. They may also reduce the likelihood ofderivative litigation against our directors and officers, even though an action, if successful, might benefit us and our stockholders. Further, a stockholder’sinvestment may be adversely affected to the extent that we pay the costs of settlement and damage. To the extent the indemnification for liabilities arisingunder the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have beenadvised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. Atpresent, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and we are notaware of any threatened litigation that may result in claims for indemnification.ITEM 11. EXECUTIVE COMPENSATION The following is a discussion and analysis of compensation arrangements of our named executive officers, or NEOs. As an “emerging growth company”as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaleddisclosure requirements applicable to emerging growth companies.We seek to ensure that the total compensation paid to our executive officers is reasonable and competitive. Compensation of our executives is structuredaround the achievement of individual performance and near-term corporate targets as well as long-term business objectives.Our NEOs for fiscal year 2016 were as follows:•Paul Lammers, M.D., M.Sc., President and Chief Executive Officer;•Alan Fuhrman, Chief Financial Officer;•Vincent O’Neill, M.D., Chief Medical Officer;•Miguel Barbosa, Ph.D., Former Chief Scientific Officer; and•Jon Irvin, Former Vice President of Finance.2016 Summary Compensation TableThe following table shows information regarding the compensation of our named executive officers for services performed in the year endedDecember 31, 2016.Name and Principal PositionYearSalary($)(1)Bonus($)(2)OptionAwards($)(3)Non-EquityIncentive PlanCompensation($)All OtherCompensation($)(4)Total($)Paul Lammers, M.D., M.Sc.2016461,516—484,697—10,600956,813President and Chief Executive Officer2015387,625135,7001,045,503128,88510,6001,708,313 Alan Fuhrman2016360,187—176,845—43,600580,632Chief Financial Officer201586,250—825,84024,42525,407961,922 Vincent O’Neill, M.D.2016228,84640,000742,963—34,0681,045,877Chief Medical Officer Miguel Barbosa, Ph.D.(5)2016212,702245,673——295,684754,059Former Chief Scientific Officer201574,03884,9021,354,76821,68916,5831,551,980 Jon Irvin(6)2016254,299—30,532—325,500598,918Former Vice President of Finance (1)The amount reported in the 2016 Salary column for Dr. Lammers, Alan Fuhrman and Jon Irvin is in excess of the executive's annual base salarybecause (i) it includes a pay out of accrued vacation following a change in the Company's vacation policy and (ii) includes an additional week ofsalary being paid in 2016 following a change in payroll practice.67 Table of Contents(2)The amounts reported in the Bonus column for Drs. O'Neill and Barbosa represent sign-on bonuses.(3)For the Option Awards column, amounts shown represents the grant date fair value of stock options granted during fiscal years 2016 and 2015, aswell as incremental stock compensation expense of $813 for the acceleration of Mr. Irvin's option grants under his Separation Agreement ascalculated in accordance with ASC Topic 718, excluding the impact of estimated forfeitures related to service‑based vesting provisions. See Note 8to the audited financial statements included in this Annual Report on Form 10-K for the assumptions used in calculating this amount.(4)The amounts reported in the All Other Compensation column represent: 401(k) plan matching contributions in the amount of $10,600, $10,600,$5,797, $8,415 and $10,600 we made for Dr. Lammers, Mr. Fuhrman, Dr. O’Neill, Dr. Barbosa and Mr. Irvin respectively; $33,000 in temporaryhousing expenses we reimbursed for Mr. Fuhrman; $28,271 in relocation reimbursements were paid to Dr. O’Neill, pursuant to his employmentagreement, in connection with his relocation to the Austin, Texas area in April 2016, including $7,431 for travel expenses, $9,985 for movingexpenses and $10,855 for mortgage interest expense reimbursement for his prior residence; $16,894 in relocation reimbursements for Dr. Barbosa,pursuant to his employment agreement, in connection with his relocation to the Austin, Texas area, including $2,411 for travel expenses and$14,483 for temporary housing; cash severance payments of $270,375 and $314,900 for Dr. Barbosa and Mr. Irvin, who was paid in January 2017,respectively.(5)Dr. Barbosa resigned as our Chief Scientific Officer effective as of June 29, 2016 and entered into a Separation and Release Agreement with us datedJune 29, 2016. Please see a description of the Separation and Release Agreement in the “Narrative to 2016 Summary Compensation Table andOutstanding Equity Awards at 2016 Fiscal Year End-Terms and Conditions of Miguel Barbosa’s Separation and Release Agreement” below.(6)Mr. Irvin resigned as our Vice President of Finance effective as of December 2, 2016 and entered into a Separation Agreement with us datedDecember 2, 2016. Please see a description of the Separation and Release Agreement in the “Narrative to 2016 Summary Compensation Table andOutstanding Equity Awards at 2016 Fiscal Year End-Terms and Conditions of Jon Irvin’s Separation Agreement” below.68 Table of ContentsOutstanding Equity Awards at 2016 Fiscal Year EndThe following table sets forth all outstanding equity awards held by each of the named executive officers as of December 31, 2016. Option Awards VestingCommencementNumber ofSecuritiesUnderlyingUnexercisedOptions(#)Number ofSecuritiesUnderlyingUnexercisedOptions(#)OptionExerciseOptionExpirationNameDate(1)ExercisableUnexercisablePrice ($)DatePaul Lammers, M.D., M.Sc.(2)10,565—7.5012/31/2019 (2)116,211—1.651/10/2023 3/6/201449,66922,5778.103/10/2024 1/1/20159,58310,4166.153/1/2025 5/1/2015(3)54,86176,8056.456/4/2025 9/30/201523,95852,7087.009/30/2025 3/11/2016(3)30,938134,0624.363/11/2026 Alan Fuhrman9/30/201652,243114,9377.009/30/2025 3/11/2016—60,0004.363/11/2026 Vincent O’Neill, M.D.4/25/2016—250,0004.424/25/2026 Jon Irvin(2)6,563—1.656/6/2023 (2)13,795—4.3512/30/2023 (2)14,113—8.103/10/2024 (2)2,666—6.153/1/2025 (2)9,580—6.456/4/2025 (2)25,000—7.009/30/2025 (2)10,000—4.363/11/2026(1)Except as otherwise noted, the shares subject to the options shall vest and become exercisable as to 1/4th of the shares subject to the option on thefirst anniversary of the vesting commencement date, and thereafter as to 1/48th of the shares subject to such option on each monthly anniversary ofthe vesting commencement date, such that all shares subject to the option will be vested on the fourth anniversary of the vesting commencementdate, subject to the holder continuing to provide services to us through such vesting date.(2)The options are fully vested.(3)The shares subject to the option vest and become exercisable as to 1/48th of the shares subject to such option on each monthly anniversary of thevesting commencement date, such that all shares subject to the option will be vested on the fourth anniversary of the vesting commencement date,subject to the holder continuing to provide services to us through such vesting date.Dr. Barbosa had no outstanding equity awards at December 31, 2016.69 Table of ContentsNarrative to 2016 Summary Compensation Table and Outstanding Equity Awards at 2016 Fiscal Year EndTerms and Conditions of Employment Arrangements with our NEOsWe have entered into agreements with each of our NEOs in connection with his commencement of employment with us and, in respect of Dr. Barbosa andMr. Irvin, in connection with his termination of employment. These agreements set forth the terms and conditions of employment of each named executiveofficer, including base salary, initial stock option grants, and standard employee benefit plan participation. Our board of directors or the compensationcommittee reviews each NEO’s base salary from time to time to ensure compensation adequately reflects the NEO’s qualifications, experience, role andresponsibilities. Each of the NEOs are also subject to certain confidentiality, non-competition, non-solicitation and arbitration restrictive covenants. Forfiscal year 2016, Dr. Lammers’ annual base salary was $415,100, Mr. Fuhrman’s annual base salary was $334,800, Dr. O’Neill’s base salary was $340,000, Dr.Barbosa’s base salary was $360,500 and Mr. Irvin’s base salary was $243,000.Pursuant to Mr. Fuhrman’s employment agreement, we reimbursed Mr. Fuhrman for $33,000 in temporary housing expenses during 2016.Pursuant to Dr. O’Neill’s employment agreement, we reimbursed Dr. O’Neill for $28,271 in relocation expenses, including travel, moving andreimbursement of mortgage interest expenses for his prior residence.Pursuant to Dr. Barbosa’s employment agreement, we reimbursed Dr. Barbosa for his travel and temporary housing expenses (which amounted to a totalof $16,894 in fiscal year 2016).We have entered into change in control severance agreements with each of our NEOs that provide for severance payments and benefits upon certainqualifying terminations of employment. Pursuant to the terms of the change in control severance agreements, in the event an NEO’s employment isterminated by us other than for “cause” or the executive experiences a “constructive termination” (each as defined below), then the NEO will receive asseverance nine months (or 12 months in the case of Dr. Lammers) of base salary in a single cash lump sum payment and up to nine months (or 12 months inthe case of Dr. Lammers) of healthcare continuation coverage premium reimbursement; provided, that if the termination or resignation occurs within theperiod commencing on a “change in control” (as defined below) and ending 12 months after a change in control, the severance will consist of 12 months (or18 months in the case of Dr. Lammers) of base salary paid in a single cash lump sum, 100% (or 150% in the case of Dr. Lammers) of the executive’s targetbonus paid in a single cash lump sum, up to 12 months (or 18 months in the case of Dr. Lammers) of healthcare continuation coverage premiumreimbursement and full vesting acceleration for each stock option and other equity award held by the NEO. The NEO must timely deliver an effective releaseof claims to us in order to be eligible for the foregoing severance benefits.Dr. Barbosa received severance benefits in connection with his resignation from the Company pursuant to a separation and release agreement detailedunder the section below entitled “-Terms and Conditions of Miguel Barbosa’s Separation and Release Agreement.”Mr. Irvin received severance benefits in connection with his resignation from the Company pursuant to a Separation Agreement detailed under thesection below entitled “-Terms and Conditions of Jon Irvin’s Separation Agreement.”For purposes of the change in control severance agreements, “cause” means (i) the conviction of the NEO by a court of competent jurisdiction of a crimeinvolving moral turpitude; (ii) the commission, or attempted commission, by the NEO of an act of fraud on us; (iii) the misappropriation, or attemptedmisappropriation, by the NEO of any of our funds or property; (iv) the failure by the NEO to perform in any material respect his or her obligations under theterms of his or her agreement, which such failure has gone unremedied within 10 days after we provide the NEO with written notice of such failure; (v) theknowing engagement by the NEO, without the written approval of our board of directors, in any direct, material conflict of interest with us withoutcompliance with our conflict of interest policy; (vi) the knowing engagement by the NEO, without written approval of our board of directors, in any activitywhich competes with our business or which would result in a material injury to us or which otherwise violates any provision of his or her agreement,employment agreement or any confidentiality agreement; or (vii) the knowing engagement by the NEO in any activity that would constitute a materialviolation of the provisions of our business ethics policy, employee handbook or similar policies, if any, then in effect.For purposes of the change in control severance agreements, “constructive termination” means the NEO’s resignation from all positions he or she thenholds with us if: (i) without the NEO’s prior written consent, (a) there is a material diminution in his or her duties and responsibilities with us; provided,however, that a change in title or reporting relationship will not be a constructive termination; (b) there is a material reduction of the NEO’s then-existingbase salary; provided, however, that a material reduction in his or her base salary pursuant to a salary reduction program affecting all or substantially all ofour employees and that does70 Table of Contentsnot adversely affect the NEO to a greater extent than other similarly situated employees will not be a constructive termination; or (c) the NEO is required torelocate his or her primary work location to a facility or location that would increase his or her one-way commute distance by more than 50 miles from his orher primary work location as of immediately prior to such change, (ii) the NEO provides written notice outlining such conditions, acts or omissions to uswithin 30 days immediately following such material change or reduction, (iii) such material change or reduction is not remedied by us within 30 daysfollowing our receipt of such written notice and (iv) the NEO’s resignation is effective not later than 30 days after the expiration of such 30 day cure period.For purposes of the change in control severance agreements, “change in control” generally means (i) the transfer or exchange in a single transaction orseries of related transactions by our stockholders of more than 50% of our voting stock to a person or group; (ii) a change in the composition of our board ofdirectors over a two-year period such that 50% or more of the members of the board of directors were elected through one or more contested elections; (iii) amerger, consolidation, reorganization or business combination in which we are involved, directly or indirectly, other than a merger, consolidation,reorganization or business combination which results in our outstanding voting securities immediately before the transaction continuing to represent amajority of the voting power of the acquiring company’s outstanding voting securities and after which no person or group beneficially owns 50% or more ofthe outstanding voting securities of the surviving entity immediately after the transaction; or (iv) the sale, exchange, or transfer of all or substantially all ofour assets.Terms and Conditions of Annual BonusesFor 2016, all of the NEOs were eligible for cash performance-based bonuses pursuant to the achievement of certain performance objectives. Theperformance targets are approved annually by our board of directors. When determining the 2016 performance bonus program for the NEOs, the board ofdirectors set certain performance goals, using a mixture of performance objectives after receiving recommendations from the compensation committee andinput from our Chief Executive Officer. These performance objectives included certain financial, organizational, clinical, intellectual property anddevelopment measures. After determining performance targets, each performance target is given a different weight when determining the overall bonusamount based on the importance to the success of the Company for each performance target. For fiscal year 2016, the financial performance targets wereweighted at 45%, the organizational and clinical targets were each weighted at 20% and the intellectual property and development targets were eachweighted at 7.5%. For each of these performance targets under the annual bonus program, the board of directors set general performance goals, but there wasno minimum or maximum achievement for each performance target; instead, the board of directors weighed the achievement, partial achievement or non-achievement for each performance target when deciding the overall achievement level. These performance goals were not expected to be attained based onaverage or below-average performance. The board of directors intended for the performance targets to require significant effort on the part of the NEOs and,therefore, set these targets at levels they believed would be difficult to achieve, such that average or below-average performance would not satisfy thesetargets.Each NEO’s target bonus opportunity is expressed as a percentage of base salary, which can be achieved by meeting the corporate performance goals. Foreach of the NEOs, the compensation committee (or, for Dr. Lammers, the board of directors) originally set these target percentages and review them annuallyto ensure they are adequate, and, while reviewing these target percentages the compensation committee (or, for Dr. Lammers, the board of directors) does notfollow a formula but rather uses the factors as general background information prior to determining the target bonus opportunity rates for the participatingNEOs. The compensation committee (or, for Dr. Lammers, the board of directors) sets these rates based on each participating executive’s experience in his rolewith the company and the level of responsibility held by each executive, which the board of directors believes directly correlates to his ability to influencecorporate results. For 2016, the board of directors used a guideline target bonus opportunity of 50% for Dr. Lammers, 35% for Dr. Barbosa, Mr. Fuhrman, andDr. O'Neill and 30% for Mr. Irvin.Corporate goals and performance targets are reviewed and approved by the compensation committee (or, for Dr. Lammers, the board of directors) prior toany allocation of the annual bonuses. In early 2017, the compensation committee (or, for Dr. Lammers, the board of directors) reviewed our 2016 company-wide performance with respect to determining bonuses for executive officers and determined not to award 2016 cash bonuses to the NEOs.Terms and Conditions of Equity Award GrantsEach of Dr. Lammers, Mr. Fuhrman, Dr. O’Neill, and Mr. Irvin received an option to purchase our common stock in fiscal year 2016. The table aboveentitled “Outstanding Equity Awards at 2016 Fiscal Year End” describes the material terms of other option awards made in past fiscal years to our NEOs.On March 11, 2016, we granted Dr. Lammers an option to purchase 165,000 shares of our common stock having an exercise price per share equal to$4.36. The option vests and becomes exercisable as to 1/48th of the shares subject to such option on each71 Table of Contentsmonthly anniversary of the grant date, such that all shares subject to the option will be vested on the fourth anniversary of the vesting commencement date,subject to Dr. Lammers continuing to provide services to us through such vesting dateOn March 11, 2016, we granted Mr. Fuhrman an option to purchase 60,000 shares of our common stock having an exercise price per share equal to$4.36. The option vests and becomes exercisable as to 25% of the shares subject to the option on March 11, 2017, and as to 1/48th of the shares subject to theoption on each monthly anniversary thereafter, subject to Mr. Fuhrman continuing to provide services to us through such vesting date.On March 11, 2016, we granted Mr. Irvin an option to purchase 10,000 shares of our common stock having an exercise price per share equal to$4.36. The option vests and becomes exercisable as to 1/48th of the shares subject to such option on each monthly anniversary of the grant date, such that allshares subject to the option will be vested on the fourth anniversary of the vesting commencement date, subject to Mr. Irvin continuing to provide services tous through such vesting date.On April 25, 2016, we granted Dr. O’Neill an option to purchase 250,000 shares of our common stock having an exercise price per share equal to $4.42.The option vests and becomes exercisable as to 25% of the shares subject to the option on April 25, 2017 and as to 1/48th of the shares subject to the optionon each monthly anniversary thereafter, subject to Dr. O’Neill continuing to provide services to us through such vesting date.Terms and Conditions of 401(k) PlanOur U.S. eligible employees, including our NEOs, participate in our 401(k) plan. Enrollment in the 401(k) plan is automatic for employees who meeteligibility requirements unless they decline participation. The 401(k) plan is intended to qualify under Section 401(k) of the Internal Revenue Service Codeof 1986, as amended, so that contributions to the 401(k) plan by employees or by us, and the investment earnings thereon, are not taxable to the employeesuntil withdrawn from the 401(k) plan, and so that contributions by us, if any, will be deductible by us when made. Under the 401(k) plan, employees mayelect to reduce their current compensation by up to the statutorily prescribed annual limit and to have the amount of such reduction contributed to the 401(k)plan. Under the 401(k), for fiscal year 2016, we provide matching contributions of $0.50 per dollar up to 8% of an employee’s compensation.Terms and Conditions of Miguel Barbosa’s Separation AgreementDr. Barbosa resigned his employment effective June 29, 2016 and entered into a Separation Agreement (the Barbosa Separation Agreement) with us onJune 29, 2016. The Barbosa Separation Agreement superseded all other prior agreements between Dr. Barbosa and us. In 2016, pursuant to the BarbosaSeparation Agreement, we paid Dr. Barbosa an aggregate separation payment of $270,375 (less applicable withholdings and taxes), which, consistent withthe severance benefits provided under Dr. Barbosa's change in control and severance agreement for termination not in connection with a change in control,represented nine months of his base salary, in exchange for a general release of all claims against us. Dr. Barbosa also received the payment of continuedhealth, dental and vision insurance premiums for himself for up to nine months. The Barbosa Separation Agreement also included a general release of allclaims against us.Terms and Conditions of Jon Irvin’s Separation AgreementMr. Irvin resigned his employment effective December 2, 2016 and entered into a separation agreement (the Irvin Separation Agreement) with us onDecember 2, 2016. The Irvin Separation Agreement superseded all other prior agreements between Mr. Irvin and us and provided for Mr. Irvin to receive, asseverance $315,900 (less applicable withholdings and taxes), which constituted 12 months of his base salary and 100% of his target bonus opportunity. TheIrvin Separation Agreement also provided for the full acceleration of vesting for all options held by Mr. Irvin on his termination date as well as the paymentof continued health, dental and vision insurance premiums for himself for up to 12 months. The Irvin Separation Agreement also included a general release ofall claims against us.Director CompensationPursuant to the Director Compensation Program, as amended, our non-employee directors are entitled to receive cash compensation, paid quarterly inarrears, as follows:•Each non-employee director receives an annual cash retainer in the amount of $35,000 per year.•Any non-employee Chairman receives an additional annual cash retainer in the amount of $25,000 per year.•The chairperson of the audit committee receives additional annual cash compensation in the amount of $15,000 per year for such chairperson’sservice on the audit committee. Each non-chairperson member of the audit committee72 Table of Contentsreceives additional annual cash compensation in the amount of $7,500 per year for such member’s service on the audit committee.•The chairperson of the compensation committee receives additional annual cash compensation in the amount of $10,000 per year for suchchairperson’s service on the compensation committee. Each non-chairperson member of the compensation committee receives additional annualcash compensation in the amount of $5,000 per year for such member’s service on the compensation committee.•The chairperson of the nominating and corporate governance committee receives additional annual cash compensation in the amount of $7,500per year for such chairperson’s service on the nominating and corporate governance committee. Each non-chairperson member of thenominating and corporate governance committee receives additional annual cash compensation in the amount of $3,750 per year for suchmember’s service on the nominating and corporate governance committee.Under the Director Compensation Program, upon a director’s initial appointment or election to our board of directors, such non-employee director willreceive an option (the Initial Grant) to purchase 20,000 shares of our common stock (subject to adjustment as provided in the applicable equity plan). Inaddition, each non-employee director who has been serving as a director for at least three months prior to any annual stockholder meeting following the dateof this offering and will continue to serve as a director immediately following such annual stockholder meeting will be automatically granted, on the date ofsuch annual stockholder meeting, an option (the Annual Grant) to purchase 10,000 shares of our common stock (subject to adjustment as provided in theapplicable equity plan). The Initial Grant will vest in substantially equal installments on each of the first three anniversaries of the applicable grant date,subject to continued service through each applicable vesting date, and the Annual Grant will vest in full on the earlier of the first anniversary of theapplicable grant date or immediately prior to the next annual stockholder meeting after the applicable grant date, subject to continued service through suchvesting date. In addition, pursuant to the terms of the Director Compensation Program, all equity awards outstanding and held by a non-employee directorwill vest in full immediately prior to the occurrence of a change in control.We reimburse all of our non-employee directors for all reasonable and customary business expenses incurred providing services to us in accordance withCompany policy.2016 Director Compensation TableThe following table sets forth information for the year ended December 31, 2016 regarding the compensation awarded to, earned by or paid to our non-employee directors:Name(1)Fees earned in cashOption Awards($)(1)(2)Total ($)Michael Powell, Ph.D. 70,00031,229101,229Lawrence M. Alleva26,87531,22958,104Peter S. Greenleaf 11,66791,703103,370Edward Mathers47,50031,22978,729Perry Nisen, M.D., Ph.D. 21,25064,40085,650Clay B. Siegall, Ph.D.(3)47,50031,22978,729Matthew Winkler, Ph.D. 35,00031,22966,229(1)The amounts reported in the Option Awards column represent the grant date fair value of the stock options granted to the non-employee members of ourboard of directors during 2016 as computed in accordance with ASC Topic 718, excluding the impact of estimated forfeitures related to service-basedvesting provisions. The assumptions used in calculating the grant date fair value of the stock options reported in the Option Awards column are set forthin Note 8 to the audited financial statements included in this Annual Report on Form 10-K. Note that the amounts reported in this column reflect theaccounting cost for these stock options, and do not correspond to the actual economic value that may be received by the non-employee members of ourboard of directors from the options.(2)As of December 31, 2016, our non-employee directors held the following outstanding options to purchase our common stock:73 Table of ContentsNameShares UnderlyingOutstanding OptionsMichael Powell, Ph.D.23,866Lawrence M. Alleva44,532Peter S. Greenleaf 30,000Edward Mathers21,200Perry Nisen, M.D., Ph.D. 20,000Clay B. Siegall, Ph.D.(3)32,420Matthew Winkler, Ph.D. 21,200(3)Effective December 31, 2016, Dr. Siegall resigned from our board of directors.Compensation Committee Interlocks and Insider ParticipationDuring 2016, Dr. Powell and Mr. Mathers served as members of our compensation committee. During 2016, none of the members of our compensationcommittee had at any time been one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a memberof the board of directors or compensation committee of any entity that has one or more executive officers on our board of directors or compensationcommittee. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Security Ownership of Certain Beneficial Owners and ManagementThe following table sets forth information relating to the beneficial ownership of our common stock as of March 1, 2017 by each person, or group ofaffiliated persons, known by us to beneficially own more than 5% of our outstanding shares of common stock;•each of our directors and nominees for director;•each of our NEOs; and•all directors, nominees and executive officers as a group.The number of shares beneficially owned by each entity, person, director, nominee or executive officer is determined in accordance with the rules of theSEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes anyshares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within60 days of March 1, 2017 through the exercise of stock options or other rights. Except as otherwise indicated, and subject to applicable community propertylaws, the persons named in the table have sole voting and investment power with respect to all shares of common stock held by that person.The percentage of shares beneficially owned is computed on the basis of 20,856,693 shares of our common stock outstanding as of March 1, 2017.Shares of our common stock that a person has the right to acquire within 60 days of March 1, 2017 are deemed outstanding for purposes of computing thepercentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any otherperson, except with respect to the percentage ownership of all directors and executive officers as a group. Unless otherwise indicated below, the address foreach beneficial owner listed is c/o Mirna Therapeutics, Inc., at 1250 S Capital of Texas Highway, Austin, Texas 78746..74 Table of Contents Beneficial OwnershipName and Address of Beneficial OwnerNumber ofOutstandingSharesBeneficiallyOwnedNumber ofSharesExercisableWithin 60 DaysNumber ofSharesBeneficiallyOwnedPercentage ofBeneficialOwnership5% and Greater Stockholders Sofinnova Venture Partners VIII, L.P.(1)2,974,812—2,974,81214.3%Entities Associated with New Enterprise Associates(2)2,974,517—2,974,51714.2%Pfizer Inc.(3)2,497,586—2,497,58612.0%Cancer Prevention and Research Institute of Texas(4)2,395,010—2,395,01011.5%Franklin Resources(5)1,384,073—1,384,0736.6%Eastern Capital Limited(6)1,118,741—1,118,7415.4%Named Executive Officers and Directors Paul Lammers, M.D., M.Sc.(7)22,287334,584356,8711.7%Alan Fuhrman(8)—82,42582,425*Vincent O’Neill, M.D.(9)—62,50062,500*Miguel Barbosa, Ph.D.———*Jon Irvin(10)5,98581,71687,701*Michael Powell, Ph.D.(1)2,974,8125,7332,980,54514.3%Lawrence M. Alleva(11) 4,02518,44422,469*Peter S. Greenleaf(12)—6,6676,667*Edward Mathers(13)—4,4004,400*Perry Nisen M.D., Ph.D.———*Matthew Winkler, Ph.D.(14)649,1754,400653,5753.0%All directors and executive officers as a group (12persons)(15)3,650,299589,0814,239,38019.8%* Indicates beneficial ownership of less than 1% of the total outstanding shares of common stock.(1)As reported on Schedule 13D, filed with the SEC on October 8, 2015 by Sofinnova Ventures Partners VIII, L.P. (“SVP VIII”), Sofinnova ManagementVIII, L.L.C. (“SM VIII”), Dr. Srinivas Akkaraju, Dr. Michael F. Powell, Dr. James I. Healy, and Dr. Anand Mehra. SM VIII is the general partner of SVPVIII. The individual Managers, or the Managing Members, of SVP VIII are Michael Powell, James Healy, Srinivas Akkaraju and Anand Mehra. TheManagers share voting and dispositive power with regard to the shares held directly by SVP VIII. The address of SVP VIII is 3000 Sand Hill Road, Bldg.4, Suite 250, Menlo Park, CA 94025.(2)As reported on Schedule 13D, filed with the SEC on October 14, 2015 by New Enterprise Associates 14, L.P. (“NEA 14”), NEA Partners 14, L.P. (“NEAPartners 14”), NEA 14 GP, LTD (“NEA 14 LTD”), M. James Barrett, Peter J. Barris, Forest Baskett, Anthony A. Florence, Jr., Patrick J. Kerins, Krishna S.Kolluri, David M. Mott, Scott D. Sandell, Peter W. Sonsini, Ravi Viswanathan and Harry R. Weller. The shares directly held by NEA 14 are indirectlyheld by NEA Partners 14, the sole general partner of NEA 14. NEA 14 LTD is the sole general partner of NEA Partners 14. The individual Managers, orthe Managers, of NEA 14 LTD are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Anthony A. Florence, Jr., Patrick J. Kerins, KrishnaKolluri, David M. Mott, Scott D. Sandell, Peter Sonsini, Ravi Viswanathan and Harry R. Weller. The Managers share voting and dispositive power withregard to shares held directly by NEA 14. The address of NEA 14 is 1954 Greenspring Drive, Suite 600, Timonium, MD 21903.(3)As reported on Schedule 13G/A, filed with the SEC on February 11, 2016 by Pfizer, Inc. The address for this entity is 235 E. 42nd Street, New York, NY10017.75 Table of Contents(4)As reported on Schedule 13G, filed with the SEC on October 8, 2015, by Cancer Prevention and Research Institute of Texas. The address for this entity is1701 N. Congress Avenue, Suite 6-127 Austin, TX 78701.(5)As reported on Schedule 13G/A, filed with the SEC on February 9, 2017 by Franklin Resources, Inc. (“FRI”), Charles B. Johnson (“Charles Johnson”),Rupert H. Johnson, Jr. (“Rupert Johnson”) and Franklin Advisers, Inc. (“Advisers”). Charles Johnson and Rupert Johnson each own in excess of 10% ofthe outstanding common stock of FRI and are the principal stockholders of FRI. Accordingly, FRI, Charles Johnson and Rupert Johnson may be deemedto be the beneficial owners of securities held by persons and entities for whom or for which FRI subsidiaries provide investment management services.FRI, Charles Johnson and Rupert Johnson disclaim any pecuniary interest in any of the securities. The address of FRI, Charles Johnson, Rupert Johnsonand Advisers is One Franklin Parkway, San Mateo, CA 94403-1906.(6)As reported on Schedule 13G, filed with the SEC on October 15, 2015 by Eastern Capital Limited, Portfolio Services Ltd. and Kenneth B. Dart. EasternCapital Limited is a Cayman Islands corporation. Portfolio Services Ltd., a Cayman Islands corporation, owns all of the outstanding stock of EasternCapital Limited. Kenneth B. Dart is the beneficial owner of all of the outstanding stock of Portfolio Services Ltd. Kenneth B. Dart is a director of bothEastern Capital Limited and Portfolio Services Ltd. The address for these entities is 10 Market Street #773, Camana Bay, Grand Cayman, KY1-9006,Cayman Islands.(7)Consists of: (i) 334,584 shares that may be acquired pursuant to the exercise of stock options within 60 days of March 1, 2017 by Dr. Lammers and(ii) 22,287 shares held by Dr. Lammers.(8)Consists of 82,425 shares that may be acquired pursuant to the exercise of stock options within 60 days of March 1, 2017.(9)Consists of 62,500 shares that may be acquired pursuant to the exercise of stock options within 60 days of March 1, 2017.(10)Consists of: (i) 81,716 shares that may be acquired pursuant to the exercise of stock options within 60 days of March 1, 2017 by Mr. Irvin and (ii) 5,985shares held by Mr. Irvin.(11)Consists of: (i) 18,444 shares that may be acquired pursuant to the exercise of stock options within 60 days of March 1, 2017 by Mr. Alleva and (ii) 4,025shares held by the Lawrence M. Alleva Profit Sharing Plan.(12)Consists of 6,667 shares that may be acquired pursuant to the exercise of stock options within 60 days of March 1, 2017.(13)Consists of 4,400 shares that may be acquired pursuant to the exercise of stock options within 60 days of March 1, 2017.(14)Consists of: (i) 4,400 shares that may be acquired pursuant to the exercise of stock options within 60 days of March 1, 2017 by Mr. Winkler and(ii) 81,716 shares held by Mr. Winkler.(15)Includes: (i) 3,656,284 shares held by our executive officers, entities affiliated with Dr. Powell and the Lawrence M. Alleva Profit Sharing Plan and (ii)670,797 shares that may be acquired by our current executive officers and directors pursuant to the exercise of stock options within 60 days of March 1,2017.Equity Plan Compensation InformationThe following table provides certain information as of December 31, 2016, with respect to all of our equity compensation plans in effect on thatdate. 76 Table of ContentsPlan CategoryNumber of Securitiesto beIssued Upon ExerciseofOutstanding Options,Warrants and Rights(a)Weighted-AverageExercise Price ofOutstanding Options,Warrants and Rights(b)Number of SecuritiesRemaining Available forFutureIssuance UnderEquity CompensationPlans(Excluding SecuritiesReflectedin Column (a))(c)Equity Compensation Plans Approved byStockholders(1)(2)1,905,214$5.393,878,452Equity Compensation Plans Not Approved byStockholders- - - Total1,905,2145.393,878,452(1)Includes the Mirna Therapeutics, Inc. 2015 Equity Incentive Award Plan, the Mirna Therapeutics, Inc. 2008 Long Term Incentive Plan, and theMirna Therapeutics, Inc. 2015 Employee Stock Purchase Plan.(2)The Mirna Therapeutics, Inc. 2015 Equity Incentive Award Plan and the Mirna Therapeutics, Inc. 2015 Employee Stock Purchase Plan contain“evergreen” provisions, pursuant to which (i) the number of shares of common stock reserved for issuance or transfer pursuant to awards under the2015 Equity Incentive Award Plan shall be increased on the first day of each year beginning in 2016 and ending in 2025, equal to the lesser of (A)five percent (5.0%) of the shares of stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (B) suchsmaller number of shares of stock as determined by our board of directors; provided, however, that no more than 14,000,000 shares of stock may beissued upon the exercise of incentive stock options and (ii) the maximum number of our shares of our common stock which will be authorized forsale under the 2015 Employee Stock Purchase Plan is equal to the sum of (a) 167,180 shares of common stock and (b) an annual increase on the firstday of each year beginning in 2016 and ending in 2025, equal to the lesser of (i) one percent (1.0%) of the shares of common stock outstanding (onan as converted basis) on the last day of the immediately preceding fiscal year and (ii) such number of shares of common stock as determined by ourboard of directors; provided, however, that no more than 2,000,000 shares of our common stock may be issued under the 2015 Employee StockPurchase Plan. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The following is a description of transactions since January 1, 2016 to which we have been a party, in which the amount involved exceeds $120,000, andin which any of our directors, executive officers or holders of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had orwill have a direct or indirect material interest.Indemnification Agreements and Directors’ and Officers’ Liability InsuranceWe have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us toindemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees,judgments, penalties fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action orproceeding by or in right of us, arising out of the person’s services as a director or executive officer.Policies and Procedures for Related Party TransactionsOur board of directors has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval orratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, anytransaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, wherethe amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases ofgoods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness andemployment by us of a related person. In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts andcircumstances, including, but not limited to, whether the transaction is on terms comparable to those77 Table of Contentsthat could be obtained in an arm’s length transaction with an unrelated third party and the extent of the related person’s interest in the transaction.Director IndependenceOur board of directors currently consists of seven members. Our board of directors has determined that all of our directors, other than Dr. Paul Lammers,qualify as “independent” directors in accordance with the NASDAQ listing requirements. Dr. Lammers is not considered independent because he is anemployee of Mirna. Clay B. Siegall Ph.D. is no longer a member of our board of directors; however, Dr. Siegall served on our board of directors during the2016 fiscal year and until his resignation in December 2016. Our board of directors has determined that Dr. Siegall qualified as an “independent” director inaccordance with NASDAQ listing requirements. The NASDAQ independence definition includes a series of objective tests, such as that the director is not,and has not been for at least three years, one of our employees and that neither the director nor any of his family members has engaged in various types ofbusiness dealings with us. In addition, as required by NASDAQ rules, our board of directors has made a subjective determination as to each independentdirector that no relationships exist, which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying outthe responsibilities of a director. In making these determinations, our board of directors reviewed and discussed information provided by the directors and uswith regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no familyrelationships among any of our directors or executive officers.ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES For the fiscal years ended December 31, 2016 and 2015, Ernst & Young LLP, or EY, billed the approximate fees set forth below. All fees included belowwere approved by the audit committee. Year EndedDecember 31, 2016 2015Audit Fees(1)$305,000 $634,206Audit-Related Fees — —Tax Fees — —All Other Fees — —Total All Fees$305,000 $634,206(1)Consists of fees billed for professional services rendered for the audit of our annual financial statements, quarterly interim reviews, and servicesprovided in connection with our securities offerings and registration statements.Pre-Approval Policies and Procedures The audit committee has adopted a policy for the pre-approval of all audit and non-audit services to be performed for the Company by the independentregistered public accounting firm. This policy is set forth in the charter of the audit committee and available at http://investor.mirnarx.com/corporate-governance.cfm. The audit committee approved all of the audit, audit-related, tax and other services provided by EY since our initial public offering inSeptember 2015 and the estimated costs of those services. Actual amounts billed, to the extent in excess of the estimated amounts, are periodically reviewedand approved by the audit committee. The audit committee has considered the role of EY in providing audit and audit-related services to the Company andhas concluded that such services are compatible with EY’s role as the Company’s independent registered public accounting firm.78 Table of ContentsPART IV ITEM 15. EXHIBITS and FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this Annual Report on Form 10-K: 1.Financial Statements: Reference is made to the Index to financial statements of Mirna Therapeutics, Inc. under Item 8 of Part II hereof. 2.Financial Statement Schedule: All schedules are omitted because they are not applicable or the amounts are immaterial or the required information is presented in the financialstatements and notes thereto in Part II, Item 8 above. 3.Exhibits See Exhibit Index immediately following the signature page of this Form 10-K.79 Table of ContentsITEM 16. FORM 10-K SUMMARYRegistrants may voluntarily include a summary of information required by Form 10-K under this Item 16. We have elected not to include such summary.SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. MIRNA THERAPEUTICS, INC. (Registrant) Date: March 14, 2017/s/ Paul Lammers Paul Lammers, M.D., M.Sc.Chief Executive Officer(Principal Executive Officer) Date: March 14, 2017/s/ Alan Fuhrman Alan FuhrmanChief Financial Officer(Principal Financial and Accounting Officer)POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Paul Lammers andAlan Fuhrman his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead, inany and all capacities, to sign any and all amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto, and other documentsin connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do andperform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could doin person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes or substitute, may lawfully do or cause to be done byvirtue hereof. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated opposite his/her name.Pursuant to the requirements of the Securities Act, this report has been signed by the following persons in the capacities and on the dates indicated. 80 Table of ContentsSignature Title Date /s/ Paul Lammers Director, President and Chief Executive Officer March 14, 2017Paul Lammers, M.D., M.Sc. (Principal Executive Officer) /s/ Alan Fuhrman Chief Financial Officer March 14, 2017Alan Fuhrman (Principal Financial and Accounting Officer) /s/ Michael Powell Chairman of the Board March 14, 2017Michael Powell, Ph.D. /s/ Lawrence M. Alleva Director March 14, 2017Lawrence M. Alleva /s/ Edward Mathers Director March 14, 2017Edward Mathers /s/ Matthew Winkler Director March 14, 2017Matthew Winkler, Ph.D. /s/ Peter Greenleaf Director March 14, 2017Peter Greenleaf /s/ Perry Nisen Director March 14, 2017Perry Nisen, M.D., Ph.D. 81 Table of ContentsExhibit Index Incorporated by Reference ExhibitNumberExhibit DescriptionFormFile No.Date Filed with theSECExhibitNumberFiledHerewith3.1Amended and Restated Certificate of Incorporation8-K001-3756610/06/20153.1 3.2Amended and Restated Bylaws8-K001-3756610/06/20153.2 4.1Reference is made to Exhibits 3.1 through 3.2. 4.2Form of Common Stock Certificate.S-1/A333-20654409/18/20154.2 10.1Third Amended and Restated Investor Rights Agreement, dated as ofMarch 31, 2015, by and among Mirna Therapeutics, Inc. and certainof its stockholders.S-1/A333-20654409/11/20154.3 10.2Registration Rights Agreement, dated October 5, 2015, by andbetween Mirna Therapeutics, Inc. and the Cancer Prevention andResearch Institute of Texas.8-K001-3756610/5/20154.1 10.3(A)Services Agreement, dated January 1, 2013, by and between MirnaTherapeutics, Inc. and Asuragen, Inc.S-1/A333-20654408/24/201510.1(A) 10.3(B)Amendment No. 1 to the Services Agreement, dated October 31,2014, by and between Mirna Therapeutics, Inc. and Asuragen, Inc.S-1/A333-20654408/24/201510.1(B) 10.4(A)†Cross License Agreement, dated November 3, 2009, by and betweenMirna Therapeutics, Inc. and Asuragen, Inc.S-1/A333-20654408/24/201510.2(A) 10.4(B)†First Amendment to the Cross License Agreement, datedSeptember 28, 2012, by and between Mirna Therapeutics, Inc. andAsuragen, Inc.S-1/A333-20654408/24/201510.2(B) 10.5(A)†License Agreement, dated December 22, 2011, by and betweenMirna Therapeutics, Inc. and Marina Biotech, Inc.S-1/A333-20654409/11/201510.3(A) 10.5(B)†Side Letter to License Agreement, dated December 22, 2011, by andbetween Mirna Therapeutics, Inc. and Marina Biotech, Inc.S-1/A333-20654408/24/201510.3(B) 10.5(C)†Side Letter to License Agreement, dated November 16, 2012, by andbetween Mirna Therapeutics, Inc. and Marina Biotech, Inc.S-1/A333-20654408/24/201510.3(C) 10.5(D)†Amendment No. 1 to License Agreement, dated December 27, 2013,by and between Mirna Therapeutics, Inc. and Marina Biotech, Inc.S-1/A333-20654409/18/201510.3(D) 10.5(E)†Side Letter to License Agreement, dated January 9, 2014, by andbetween Mirna Therapeutics, Inc. and Marina Biotech, Inc.S-1/A333-20654409/30/201510.3(E) 10.5(F)Amendment No. 2 to License Agreement, dated May 11, 2015, byand between Mirna Therapeutics, Inc. and Marina Biotech, Inc.S-1/A333-20654409/18/201510.3(F) 10.5(G)†Side Letter to License Agreement, dated August 24, 2015, by andbetween Mirna Therapeutics, Inc. and Marina Biotech, Inc.S-1/A333-20654409/11/201510.3(G) 10.6†Amended and Restated Agreement, dated February 6, 2014, by andbetween Mirna Therapeutics, Inc. and Yale University.S-1/A333-20654409/11/201510.4 10.7†License Agreement, dated March 10, 2013, by and between MirnaTherapeutics, Inc. and University of Zurich.S-1/A333-20654409/11/201510.5 10.8†Supply Agreement for a Liposomal Formulation, datedNovember 18, 2012, by and between Mirna Therapeutics, Inc. andPolymun Scientific Immunbiologische Forschung GmbH.S-1/A333-20654408/24/201510.7 10.9Lease Agreement, dated as of June 24, 2016, between G&I VIIEncino Trace II LP and Mirna Therapeutics, Inc.10-Q001-3756608/15/201610.1 82 Table of Contents10.10†Cancer Research Grant Contract, dated August 31, 2010, by andbetween Mirna Therapeutics, Inc. and the Cancer Prevention andResearch Institute of Texas.S-1/A333-20654408/24/201510.6 10.11Cancer Research Grant Contract, dated September 1, 2015, by andbetween Mirna Therapeutics, Inc. and the Cancer Prevention andResearch Institute of Texas.S-1/A333-20654409/11/201510.19 10.12Stock Purchase Agreement, dated September 1, 2015, by andbetween Mirna Therapeutics, Inc. and the Cancer Prevention andResearch Institute of Texas.S-1/A333-20654409/11/201510.15 10.13† Patent License Agreement, dated December 31, 2015, by andbetween Rosetta Genomics Ltd. and Mirna Therapeutics, Inc.10-K001-3756603/29/201610.13 10.14(A)#2008 Long Term Incentive Plan, as amended.S-1/A333-20654408/24/201510.8(A) 10.14(B)#Form of Notice of Stock Option Grant under 2008 Long TermIncentive Plan.S-1/A333-20654408/24/201510.8(B) 10.14(C)#Form of Stock Option Agreement under 2008 Long Term IncentivePlan.S-1/A333-20654408/24/201510.8(C) 10.15(A)#2015 Equity Incentive Award Plan.S-1/A333-20654409/18/201510.9(A) 10.15(B)#Form of Stock Option Grant Notice and Stock Option Agreementunder the 2015 Equity Incentive Award Plan.S-1/A333-20654409/11/201510.9(B) 10.15(C)#Form of Restricted Stock Award Agreement and Restricted StockUnit Award Grant Notice under the 2015 Equity Incentive AwardPlan.S-1/A333-20654409/11/201510.9(B) 10.16#2015 Employee Stock Purchase Plan.S-1/A333-20654409/18/201510.10 10.17#Non‑Employee Director Compensation Program.S-1/A333-20654409/18/201510.11 10.18#Form of Change in Control Severance Agreement.S-1/A333-20654409/11/201510.12 10.19#Form of Indemnification Agreement.S-1/A333-20654409/11/201510.13 10.20(A)#Employment Agreement, dated November 4, 2009, by and betweenMirna Therapeutics, Inc. and Paul Lammers, M.D., M.Sc.S-1/A333-20654409/11/201510.16(A) 10.20(B)#First Amendment to Employment Agreement, dated January 5, 2011,by and between Mirna Therapeutics, Inc. and Paul Lammers, M.D.,M.Sc.S-1/A333-20654409/11/201510.16(B) 10.21(A)#Offer Letter, dated April 29, 2013, by and between MirnaTherapeutics, Inc. and Sinil Kim, M.D.S-1/A333-20654409/11/201510.17(A) 10.21(B)#Employment Agreement, dated May 22, 2013, by and betweenMirna Therapeutics, Inc. and Sinil Kim, M.D.S-1/A333-20654409/11/201510.17(B) 10.21(C)#Transition and Separation Agreement, dated as of May 13, 2016, byand between Sinil Kim and Mirna Therapeutics, Inc.10-Q001-3756608/15/201610.3 10.22#Employment Agreement, dated March 1, 2014, by and betweenMirna Therapeutics, Inc. and Casi DeYoung.S-1/A333-20654409/11/201510.18 10.23(A)#Offer Letter, dated August 31, 2015, by and between MirnaTherapeutics, Inc. and Alan Fuhrman.S-1/A333-20654409/18/201510.20(A) 10.23(B)#Employment Agreement, dated September 8, 2015, by and betweenMirna Therapeutics, Inc. and Alan Fuhrman.S-1/A333-20654409/18/201510.20(B) 10.24(A)#Employment Agreement, dated April 18, 2013, by and betweenMirna Therapeutics, Inc. and Jon Irvin.S-1/A333-20654409/18/201510.21(A) 10.24(B)#Amendment No. 1 to the Employment Agreement, dated August 1,2014, by and between Mirna Therapeutics, Inc. and Jon Irvin.S-1/A333-20654409/18/201510.21(B) 10.24(C)#Separation Agreement dated December 2, 2016 by and between JonIrvin and Mirna Therapeutics, Inc. X10.25(A)#Offer Letter, dated September 17, 2015, by and between MirnaTherapeutics, Inc. and Miguel Barbosa, Ph.D.S-1/A333-20654409/18/201510.22 83 Table of Contents10.25(B)#Employment Agreement, dated September 23, 2015, by and betweenMirna Therapeutics, Inc. and Miguel Barbosa, Ph.D.S-1/A333-20654409/25/201510.22(B) 10.25(C)#Separation Agreement dated June 29, 2016 by and between MiguelBarbosa and Mirna Therapeutics, Inc.10-Q001-3756608/15/201610.2 10.26(A)#Offer Letter, dated March 31, 2016, by and between MirnaTherapeutics, Inc. and Vincent O’Neill. X10.26(B)#Employment Agreement, dated April 27, 2016 by and betweenMirna Therapeutics, Inc. and Vincent O’Neill. X23.1Consent of independent registered public accounting firm. X24.1Power of Attorney (included on the signature page hereto). X31.1Certification of Chief Executive Officer pursuant to Section 302 ofthe Sarbanes-Oxley Act of 2002. X31.2Certification of Chief Financial Officer pursuant to Section 302 ofthe Sarbanes-Oxley Act of 2002. X32.1**Certification of Chief Executive Officer and Chief Financial Officerpursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002. X101.INSXBRL Instance Document X101.SCHXBRL Taxonomy Extension Schema Document X101.CALXBRL Taxonomy Extension Calculation Linkbase Document X101.DEFXBRL Taxonomy Extension Definition Linkbase Document X101.LABXBRL Taxonomy Extension Labels Linkbase Document X101.PREXBRL Taxonomy Extension Presentation Linkbase Document. X† Confidential treatment has been granted for certain information contained in this exhibit. Such information has been omitted and filed separately withthe Securities and Exchange Commission.# Indicates management contract or compensatory plan.** The certification attached as Exhibit 32.1 that accompanies this Form 10-K is not deemed filed with the Securities and Exchange Commission and is notto be incorporated by reference into any filing of Mirna Therapeutics, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Actof 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in suchfiling.84 Exhibit 23.1Consent of Independent Registered Public Accounting FirmWe consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-207299 and 333-210466) pertaining to the 2008Long Term Incentive Plan, 2015 Equity Incentive Plan and 2015 Employee Stock Purchase Plan of Mirna Therapeutics, Inc. of our report dated March 14,2017, with respect to the financial statements of Mirna Therapeutics, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2016,filed with the Securities and Exchange Commission./s/ Ernst & Young LLPAustin, TexasMarch 14, 2017 Exhibit 10.24(C)SEPARATION AGREEMENTThis Separation Agreement (the “Agreement”) by and between Jon Irvin (“Executive”) and Mirna Therapeutics, Inc., aDelaware corporation (the “Company”), is made effective eight (8) days after Executive’s signature hereto (the “Effective Date”),unless Executive revokes his acceptance of this Agreement as provided in Section 5(c) below, with reference to the following facts:A. Executive’s employment with the Company and status as a Vice President and employee of the Company and eachof its affiliates will end effective upon the Separation Date (as defined below).B. Executive and the Company want to end their relationship amicably and also to establish the obligations of theparties including, without limitation, all amounts due and owing to Executive.C. The payments and benefits being made available to Executive pursuant to this Agreement are intended to satisfy alloutstanding obligations under that certain Change in Control Severance by between Executive and the Company (the “SeveranceAgreement”).NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:1.Separation Date. Executive acknowledges and agrees that his status as an Vice President and employee ofthe Company will end effective as of December 2, 2016 (the “Separation Date”). Executive hereby agrees to execute such furtherdocument(s) as shall be determined by the Company as necessary or desirable to give effect to the end of Executive’s status as anofficer of the Company and, if applicable, officer and/or director of any of its subsidiaries; provided that such documents shall not beinconsistent with any of the terms of this Agreement.2. Final Paycheck; Payment of Accrued Wages and Expenses.(a) Final Paycheck. As soon as administratively practicable on or after the Separation Date, the Company willpay Executive all accrued but unpaid base salary and all accrued and unused vacation earned through the Separation Date,subject to standard payroll deductions and withholdings. Executive is entitled to these payments regardless of whetherExecutive executes this Agreement.(b) Business Expenses. The Company shall reimburse Executive for all outstanding expenses incurred prior tothe Separation Date which are consistent with the Company’s policies in effect from time to time with respect to travel,entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentingsuch expenses, including, without limitation, expenses incurred pursuant to Executive’s services to the Company.(c) Stock Options. As of the Separation Date, Executive will hold vested options to purchase 39,749 shares ofCompany common stock (“Vested Options”) and unvested options to purchase 41,968 shares of Company common stock(“Unvested Options”) pursuant to the Company’s equity incentive plans and the option agreements evidencing such grants.Upon the Separation Date, Executive’s Unvested Options shall vest. Executive shall have until1 Exhibit 10.24(C)the three month anniversary of the Separation Date to exercise Executive’s Vested Options. Any Vested Options unexercisedas of the three month anniversary of the Separation Date shall automatically terminate.3. Separation Payments and Benefits. Without admission of any liability, fact or claim, the Company hereby agrees,subject to this Agreement becoming effective and irrevocable, as well as Executive’s performance of his continuing obligationspursuant to this Agreement and that certain Confidentiality, Covenant Not To Compete & Arbitration Agreement by and between theCompany and Executive dated April 18, 2013 (the “Confidentiality Agreement”) (including, without limitation, the non-competitionand non-solicitation restrictive covenants set forth therein for the periods set forth in the Confidentiality Agreement), to provideExecutive the severance benefits set forth below. Specifically, the Company and Executive agree as follows:(a) Severance. The Company shall pay to Executive $315,900, which represents twelve (12) months ofExecutive’s base salary ($243,000) at the rate in effect as of immediately prior to the Separation Date, in a single cash lumpsum. The Company shall also pay to Executive 100% ($72,900) of their annual target bonus in a single cash lump sum. Suchpayments shall be made, less applicable withholdings and deductions, on or as soon as reasonably practicable following thefirst regularly scheduled payroll date in January 2017.(b) Healthcare Continuation Coverage. If Executive elects to receive continued healthcare coverage pursuantto the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Companyshall directly pay, or reimburse Executive for, that portion of the premium for Executive and Executive’s covered dependentsnecessary such that Executive contributes the same amount to COBRA coverage as Executive contributed to medical, dentaland vision coverage prior to the date of this Agreement, such payment or reimbursement to continue until the earlier of (i) thelast day of the month during which the twelve (12) month anniversary of the Separation Date falls or (ii) the date Executivebecomes eligible for comparable coverage under another employer’s plans. After the Company ceases to pay premiumspursuant to the preceding sentence, Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense inaccordance with the provisions of COBRA. Executive acknowledges that he shall be solely responsible for all matters relatingto Executive’s continuation of coverage pursuant to COBRA, including, without limitation, Executive’s election of suchcoverage and his timely payment of premiums.(c) Taxes. Executive understands and agrees that all payments under this Section 3 will be subject toappropriate tax withholding and other deductions. To the extent any taxes may be payable by Executive for the benefitsprovided to him by this Section 3 beyond those withheld by the Company, Executive agrees to pay them himself and toindemnify and hold the Company and the other entities released herein harmless for any tax claims or penalties, and associatedattorneys’ fees and costs, resulting from any failure by him to make required payments. To the extent that any reimbursementspayable pursuant to this Agreement are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, asamended (the “Code”), such reimbursements shall be paid to Executive no later than December 31 of the year following theyear in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible forreimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject toliquidation or exchange for another benefit.2 Exhibit 10.24(C)(d) SEC Reporting. Executive acknowledges that to the extent required by the Securities Exchange Act of1934, as amended (the “Exchange Act”), he will have continuing obligations under Section 16(a) and 16(b) of the ExchangeAct to report Executive’s matching transactions in Company common stock for six (6) months following the Separation Date.Executive hereby agrees not to undertake, directly or indirectly, any reportable transactions involving the common stock of theCompany until the end of such six (6) month period.(e) Sole Separation Benefit. Executive agrees that the payments provided by this Section 3 are not requiredunder the Company’s normal policies and procedures and are provided as a severance solely in connection with thisAgreement. Executive acknowledges and agrees that the payments referenced in this Section 3 constitute adequate andvaluable consideration, in and of themselves, for the promises contained in this Agreement.4. Full Payment. Executive acknowledges that the payment and arrangements herein shall constitute full andcomplete satisfaction of any and all amounts properly due and owing to Executive as a result of his employment with the Company andthe termination thereof. Executive further acknowledges that, other than the Equity Award agreements, the Confidentiality Agreementand the Indemnification Agreement between Executive and the Company (the “Indemnification Agreement”), this Agreement shallsupersede each agreement entered into between Executive and the Company regarding Executive’s employment, including, withoutlimitation, any offer letter, the Severance Agreement and that certain employment agreement by and between Executive and theCompany dated April 18, 2013, and each such agreement shall be deemed terminated and of no further effect as of the Separation Date.5. Executive’s Release of the Company. Executive understands that by agreeing to the release provided by thisSection 5, Executive is agreeing not to sue, or otherwise file any claim against, the Company or any of its employees or other agents forany reason whatsoever based on anything that has occurred as of the date Executive signs this Agreement.(a) On behalf of Executive and Executive’s heirs, assigns, executors, administrators, trusts, spouse and estate,Executive hereby releases and forever discharges the “Releasees” hereunder, consisting of the Company, and each of itsowners, affiliates, subsidiaries, predecessors, successors, assigns, agents, directors, officers, partners, employees, and insurers,and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action oractions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims,demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinaftercalled “Claims”), which Executive now has or may hereafter have against the Releasees, or any of them, by reason of anymatter, cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality ofthe foregoing, any Claims arising out of, based upon, or relating to Executive’s hire, employment, remuneration or resignationby the Releasees, or any of them, Claims arising under federal, state, or local laws relating to employment, Claims of any kindthat may be brought in any court or administrative agency, including any Claims arising under the Age Discrimination inEmployment Act (“ADEA”), 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil RightsAct of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981;the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. §12101 et seq.;3 Exhibit 10.24(C)the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq.; theWorker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq. the Fair Labor Standards Act, 29 U.S.C. § 215et seq., the Sarbanes-Oxley Act of 2002; the Texas Labor Code, including the Texas Commission on Human Rights Act;Section 451.001 of the Texas Workers’ Compensation Act; the Texas Payday Act; and the Texas Labor Code; Claims forbreach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge,discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation ofpublic policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remediesof any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees.(b) Notwithstanding the generality of the foregoing, Executive does not release the following claims:(i) Claims for unemployment compensation or any state disability insurance benefits pursuant to theterms of applicable state law;(ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensationinsurance policy or fund of the Company;(iii) Claims to continued participation in certain of the Company’s group benefit plans pursuant to theterms and conditions of COBRA;(iv) Claims to any benefit entitlements vested as the date of Executive’s employment termination,pursuant to written terms of any Company employee benefit plan;(v) Claims for indemnification under the Indemnification Agreement, the Company’s Bylaws or anyapplicable law; and(vi) Executive’s right to bring to the attention of the Equal Employment Opportunity Commissionclaims of discrimination; provided, however, that Executive does release Executive’s right to secure any damages foralleged discriminatory treatment.(c) In accordance with the Older Workers Benefit Protection Act of 1990, Executive has been advised of thefollowing: Executive acknowledges that Executive is knowingly and voluntarily waiving and releasing any rights Executivemay have under the ADEA. Executive also acknowledges that the consideration given for the waiver and release herein is inaddition to anything of value to which Executive was already entitled. Executive further acknowledges that Executive has beenadvised by this writing, as required by the ADEA, that: (i) Executive’s waiver and release do not apply to any rights or claimsthat may arise after the execution date of this Agreement; (ii) Executive has been advised hereby that Executive has the right toconsult with an attorney prior to executing this Agreement; (iii) Executive has twenty-one (21) days from the date of thisAgreement to execute this Agreement (although Executive may choose to voluntarily execute this Agreement earlier); (iv)Executive has seven (7) days following the execution of this Agreement by Executive to revoke the Agreement, and Executivewill not receive the severance benefits provided by Section 3 of this Agreement unless and until such seven (7) day period hasexpired; (v) this Agreement will not be effective until the date4 Exhibit 10.24(C)upon which the revocation period has expired, which will be the eighth (8th) day after this Agreement is executed byExecutive, provided that the Company has also executed this Agreement by that date; and (vi) this Agreement does not affectExecutive’s ability to test the knowing and voluntary nature of this Agreement. If Executive wishes to revoke this Agreement,Executive must deliver notice of Executive’s revocation in writing, no later than 5:00 p.m. Central Time on the 7th dayfollowing Executive’s execution of this Agreement to Alan Fuhrman, PO Box 163387, Austin, Texas, 78716, or e-mailafuhrman@mirnarx.com.6. Non-Disparagement, Transition, Transfer of Company Property and Limitations on Service. Both parties furtheragree that:(a) Non-Disparagement. Both parties agree that they shall not disparage, criticize or defame the other partyand their respective directors, officers, agents, partners, stockholders, employees, products, services, technology or business,either publicly or privately. Nothing in this Section 6(a) shall have application to any evidence or testimony required by anycourt, arbitrator or government agency.(b) Transition. Each of the Company and Executive shall use their respective reasonable efforts to cooperatewith each other in good faith to facilitate a smooth transition of Executive’s duties to other executive(s) of the Company.(c) Transfer of Company Property. On or before the Separation Date, Executive shall turn over to theCompany all files, memoranda, records, and other documents, and any other physical or personal property which are theproperty of the Company and which he had in his possession, custody or control at the time he signed this Agreement.7. Executive Representations. Executive warrants and represents that (a) he has not filed or authorized the filing ofany complaints, charges or lawsuits against the Company or any affiliate of the Company with any governmental agency or court, andthat if, unbeknownst to Executive, such a complaint, charge or lawsuit has been filed on his behalf, he will immediately cause it to bewithdrawn and dismissed, (b) he has reported all hours worked as of the date of this Agreement and has been paid all compensation,wages, bonuses, commissions, and/or benefits to which he may be entitled and no other compensation, wages, bonuses, commissionsand/or benefits are due to him, except as provided in this Agreement, (c) he has no known workplace injuries or occupational diseasesand has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act or any similar statelaw, (d) the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, breach, violate orcause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to whichExecutive is subject, and (e) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will bea valid and binding obligation of Executive, enforceable in accordance with its terms.8. No Assignment by Executive. Executive warrants and represents that no portion of any of the matters releasedherein, and no portion of any recovery or settlement to which Executive might be entitled, has been assigned or transferred to anotherperson, firm or corporation not a party to this Agreement, in any manner, including by way of subrogation or operation of law orotherwise. If any claim, action, demand or suit should be made or instituted against the Company or any other Releasee because of anyactual assignment, subrogation or transfer by Executive, Executive agrees to indemnify and hold harmless the Company and all otherReleasees against such claim, action, suit or demand, including necessary expenses of investigation, attorneys’ fees and costs. In theevent of5 Exhibit 10.24(C)Executive’s death, this Agreement shall inure to the benefit of Executive and Executive’s executors, administrators, heirs, distributees,devisees, and legatees. None of Executive’s rights or obligations may be assigned or transferred by Executive, other than Executive’srights to payments hereunder, which may be transferred only upon Executive’s death by will or operation of law.9. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the partiesshall be governed by, the laws of the State of Texas or, where applicable, United States federal law, in each case, without regard to anyconflicts of laws provisions or those of any state other than Texas.10. Miscellaneous. This Agreement, collectively with the Confidentiality Agreement, the Indemnification Agreementand the Equity Award agreements, comprise the entire agreement between the parties with regard to the subject matter hereof andsupersedes, in their entirety, any other agreements between Executive and the Company with regard to the subject matter hereof. TheCompany and Executive acknowledge that the separation of the Executive’s employment with the Company is intended to constitute aninvoluntary separation from service for the purposes of Section 409A of the Code, and the related Department of Treasury regulations.Executive acknowledges that there are no other agreements, written, oral or implied, and that he may not rely on any prior negotiations,discussions, representations or agreements. This Agreement may be modified only in writing, and such writing must be signed by bothparties and recited that it is intended to modify this Agreement. This Agreement may be executed in separate counterparts, each ofwhich is deemed to be an original and all of which taken together constitute one and the same agreement.11. Company Assignment and Successors. The Company shall assign its rights and obligations under thisAgreement to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise). ThisAgreement shall be binding upon and inure to the benefit of the Company and its successors, assigns, personnel and legalrepresentatives.12. Maintaining Confidential Information. Executive reaffirms his obligations under the Confidentiality Agreement.Executive acknowledges and agrees that the payments provided in Section 3 above shall be subject to Executive’s continuedcompliance with Executive’s obligations under the Confidentiality Agreement.13. Executive’s Cooperation. After the Separation Date, Executive shall cooperate with the Company and itsaffiliates, upon the Company’s reasonable request, with respect to any internal investigation or administrative, regulatory or judicialproceeding involving matters within the scope of Executive’s duties and responsibilities to the Company or its affiliates during hisemployment with the Company (including, without limitation, Executive being available to the Company upon reasonable notice forinterviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of asubpoena or other legal process, and turning over to the Company all relevant Company documents which are or may have come intoExecutive’s possession during his employment); provided, however, that any such request by the Company shall not be undulyburdensome or interfere with Executive’s personal schedule or ability to engage in gainful employment. (Signature page(s) follow)6 Exhibit 10.24(C)IN WITNESS WHEREOF, the undersigned have caused this Separation Agreement to be duly executed and delivered as of thedate indicated next to their respective signatures below.DATED: December 2, 2016/s/ Jon Irvin Jon IrvinMIRNA THERAPEUTICS, INC.DATED: December 2, 2016By: /s/ Paul Lammers Paul Lammers, M.D., MSc.President and CEO7 Exhibit 10.26(A)[MIRNA THERAPEUTICS LETTERHEAD] March 31, 2016Vincent J. O'Neill, M.D.[Address]Dear Vince:On behalf of Mirna Therapeutics, Inc. (“Mirna"), a Delaware corporation, I am pleased to offer you the full-time position ofChief Medical Officer. We anticipate your start date to be April 25, 2016 (the “Start Date”).Prior to your Start Date, you will be required to sign an Employment Agreement and a Confidentiality, Covenant Not ToCompete, & Arbitration Agreement with Mirna.Your base salary will be $13,076.92 per two week pay period. You will be entitled to earn an annual bonus in the amount of upto 35% of your base salary upon your achievement of annual performance targets as determined by Mirna’s Board of Directors, asfurther described in the Employment Agreement.You will receive a signing bonus of $60,000 on the first payroll date following your Start Date. Should you terminate youremployment prior to one year from your Start Date, you will be required to reimburse Mirna for the amount of your signing bonus; forthe avoidance of doubt, you may keep the signing bonus in the event that you are terminated by Mirna without cause. Your signatureon this letter authorizes us to deduct the amount of your signing bonus from your final paycheck should this occur. If there are anyamounts not covered by your final paycheck you agree to repay them within 30 days of your separation.Subject to approval by Mirna’s Board of Directors, and as further described in the Employment Agreement, we anticipategranting you an option to purchase common stock representing 250,000 shares of common stock, which represents approximately1.2% of the outstanding shares of the Company’s common stock, at an exercise price equal to the closing price as reported onNASDAQ on the grant date, which will be your Start Date.Mirna offers group insurance and time off benefits for which you are eligible for beginning on June 1, 2016. You may chooseinsurance plans such as medical, dental, vision and supplemental life insurance (which is in addition to the amount Mirna provides foryou). Mirna pays 100% of the premiums for short and long-term disability, basic life, accidental death and dismemberment, and anemployee assistance program.As of your Start Date, you will receive 15 days of vacation for your first year of employment, 7 days of sick time per calendaryear and a total of 12 holidays (8 fixed date holidays and 4 flexible date or “flex" holidays) per calendar year. Vacation, sick time andthe flex holidays will be prorated if your start date is after January 1.Once you have 90 days of continuous service at Mirna, you are eligible to participate in Mirna’s 401 (k) Plan. The 401 (k) Planhas a matching component that is presently 50 cents per dollar up to 8% of your base compensation. The Board of Directors reservesthe right to modify this matching percentage.We expect you to relocate to Austin within three months of your Start Date. As further described in the Employment Agreement,Mirna will reimburse you for reasonable and necessary documented relocation and moving expenses up to $25,000. Exhibit 10.26(A)Your position is an "at will" position, which is the customary employment relationship in "at will" employment states such asTexas. This simply means that the employment relationship between Mirna and you is based upon mutual consent and can beterminated at any time by either you or Mirna without advance notice and without any requirement for cause. It also means that yourjob duties, title and responsibility and reporting level, work schedule, compensation and benefits, as well as the Company’s personnelpolicies and procedures, may be changed with prospective effect, with or without notice, at any time in the sole discretion of theCompany. This “at-will" nature of your employment shall remain unchanged during your tenure as an employee and may not bechanged, except in an express writing signed by you and a duly authorized member of the Company. If your employment terminatesfor any reason, you shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by youroffer letter, Employment Agreement, and Confidentiality, Covenant Not To Compete, & Arbitration Agreement. Your position is notgoverned by any other agreements, and you are not employed for any specific period of time. No employee of Mirna has the authorityto enter into any other agreement with you concerning your employment.With the legal disclaimers out of the way, I am excited about your joining our Company and know that you can play asignificant role in its continued growth. Please do not hesitate to call me or Jon Irvin if you have any questions. Please sign and return acopy of this letter by April 7, 2016 acknowledging your acceptance of this offer. You may send a scanned copy of this letter to [emailaddress] or fax a copy to our confidential facsimile at (512) 681-5201.Sincerely,/s/ Paul LammersDr. Paul LammersPresident and CEOAccepted by:/s/ Vince O’NeillSignature/Date: 3/31/2016 Exhibit 10.26(B)[MIRNA THERAPEUTICS LETTERHEAD]This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 25th day of April, 2016 (the“Effective Date”) by and between Mirna Therapeutics, Inc., a Delaware corporation (the “Company”) and Vincent J.O’Neill, M.D. (“Employee”).WITNESSETHWHEREAS, the Company desires to employ Employee as its Chief Medical Officer on the terms and subject to theconditions set forth herein, and Employee desires to accept such employment; NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements contained herein, andother good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties heretoagree as follows:1.Employment.a.The Company hereby employs Employee and Employee hereby accepts employment as the Chief MedicalOfficer of the Company, subject to the direction of the Chief Executive Officer of the Company. Employeeagrees that he shall perform and discharge well and faithfully the duties and responsibilities that are assignedto him by the Chief Executive Officer of the Company from time to time, which shall include, but are notlimited to, designing and implementing the Company’s clinical programs, working with the Board ofDirectors of the Company (the “Board”), management, and Scientific Advisory Board to establish a clinicaldevelopment strategy, communicating with the medical, regulatory, investor and customer communitiesconcerning the Company’s capabilities and therapeutic offerings, assuring delivery of quality medical careby the Company and its representatives, and facilitating interactions between medical staff and the Companyin connection with the development of the Company’s therapeutic offerings. Employee recognizes that heowes a duty of loyalty to the Company and agrees to act only in the best interests of the Company and todevote such of his time, attention and energy to the business of the Company, and any of its subsidiaries oraffiliates as may be required to perform the duties and responsibilities assigned to him by the ChiefExecutive Officer of the Company, to the best of his ability and with requisite diligence.b.Employee agrees to comply in all material respects, at all times during the Term (as defined in Section 2below), with all applicable policies, rules and regulations of the Company, including but not limited to theCompany’s Insider Trading Policy and Code of Business Conduct and Ethics.2.Term. This Agreement shall commence on the Effective Date and, unless earlier terminated as provided herein, shallautomatically renew for successive one-year periods on the anniversary of the Effective Date (the “Term”).3.Compensation. Exhibit 10.26(B)a.The Company shall pay to Employee a yearly annual salary of $340,000 (the “Base Salary”), less allapplicable withholdings, which shall be paid pursuant to the Company’s payroll procedures as may existfrom time to time. The Base Salary may be increased at the discretion of the Board.b.The Company shall pay to Employee a signing bonus in the amount of $60,000 (the “Signing Bonus”), to bepaid on the first payroll date following the Effective Date. Notwithstanding the foregoing, Employee and theCompany acknowledge and agree that the Signing Bonus will not be earned to any extent prior to the firstanniversary of the Effective Date and will only be earned on the first anniversary of the date Employeecommences employment with the Company if Employee remains actively employed by the Companythrough such anniversary, unless Employee is earlier terminated by the Company without Cause (as definedbelow). In the event that Employee resigns his employment with the Company on or prior to the firstanniversary of the Effective Date, then Employee hereby agrees to repay in full to the Company the SigningBonus, which such repayment shall occur no later than thirty (30) days after the date of Employee’sresignation of employment with the Company. Employee hereby authorizes the Company to immediatelyoffset against and reduce any amounts otherwise due to him for any amounts in respect of the obligation torepay the Signing Bonus. As used herein, “Cause” means the occurrence of any of the following events, asdetermined by the Board or a committee designated by the Board, in its sole discretion: (A) the conviction ofEmployee by a court of competent jurisdiction of a crime involving moral turpitude; (B) the commission, orattempted commission, by Employee of an act of fraud on the Company; (C) the misappropriation, orattempted misappropriation, by Employee of any of the Company’s funds or property; (D) the failure byEmployee to perform in any material respect his obligations under the terms of this Agreement, which suchfailure has gone unremedied within twenty (20) days after the Company provides Employee with writtennotice of such failure; (E) the knowing engagement by Employee, without written approval of the Board, inany activity which competes with the Company’s business or which would result in a material injury to theCompany or which otherwise violates any provision of this Agreement or any confidentiality agreement; or(F) the knowing engagement by Employee in any activity that would constitute a material violation of theprovisions of the Company’s business ethics policy, employee handbook or similar policies, if any, then ineffect.c.During each fiscal year of the Term, Employee will be entitled to earn an annual bonus in the amount of upto 35% of Employee’s Base Salary upon the achievement of annual performance targets set by the Board(the “Target Bonus”). Employee’s annual performance targets will be established annually by the Board, orCompensation Committee of the Board, in its sole discretion. For the current fiscal year in which theEffective Date occurs, any Target Bonus earned will be prorated based upon the number of days elapsed inthe current fiscal year. In order to comply with the requirements of Section 409A of the Internal RevenueCode of 1986, as amended (“Section 409A”), it is agreed that the Target Bonus (if any) shall be paid no laterthan March 15th of the calendar year immediately following the calendar year in which the fiscal year towhich such Target Bonus relates ended. Exhibit 10.26(B)d.Subject to the approval of the Board, the Company shall grant Employee an option to purchase up to250,000 shares of common stock of the Company, which represents approximately 1.2% of the outstandingshares of common stock of the Company, at an exercise price equal to the closing price as reported onNASDAQ on the Effective Date. Vesting of such option will begin as of the Effective Date. Subject to theapproval of the Board, provided that Employee continues to provide services to the Company through eachvesting date, the option shall vest and become exercisable with respect to ¼ of the shares on the firstanniversary of the Effective Date, and 1/48 of the shares on each monthly anniversary of the Effective Datethereafter, so that the option shall be exercisable with respect to 100% of the shares as of the four yearanniversary of the vesting commencement date. The option will otherwise be subject to the Company’sequity incentive plan and an option agreement between the Company and Employee.4.Fringe Benefits; Expenses.a.Employee shall be eligible to participate in benefit plans and programs in which other similarly situatedemployees are eligible to participate and as may exist from time to time, such as medical, dental, vision, andsupplemental life insurance. Employee’s participation in any benefit plan or program is subject to the termsand conditions of the applicable plan and program.b.The Company agrees to reimburse Employee for all reasonable, out-of-pocket expenses incurred by him inthe performance of his duties, subject to the submission of appropriate documentation in accordance with theCompany’s expense reimbursement policies as in existence from time to time. Employee is not permitted toreceive a payment or benefit in lieu of reimbursement under this Section 4(b).c.Employee shall relocate his primary residence from the Cambridge, Massachusetts area to the Austin, Texasarea during the first three months of the Term (“Relocation Period”). The Company shall reimburseEmployee for reasonable and necessary documented relocation and moving expenses incurred during theRelocation Period (the “Relocation Expenses”). Such reimbursement shall be dependent upon Employee’ssubmission, within thirty (30) days after such expenses are incurred, of documentation reasonably acceptableto the Company that evidences such expenses. Reimbursement of the Relocation Expenses, if any, shall bemade no later than forty-five (45) days after the Company’s receipt of approved documentation. In no eventshall the Company reimburse Employee for Relocation Expenses in excess of $25,000. Notwithstanding theforegoing, Employee and the Company acknowledge and agree that the Relocation Expenses will not beearned to any extent prior to the first anniversary of the Effective Date and will only be earned on the firstanniversary of the date Employee commences employment with the Company if Employee remains activelyemployed by the Company through such anniversary. In the event that Employee resigns his employmentwith the Company on or prior to the first anniversary of the Effective Date, then Employee hereby agrees torepay in full to the Company all Relocation Expenses for which he has been reimbursed, which suchrepayment shall occur no later than thirty (30) days after the date of Employee’s resignation of employmentwith the Company. Employee hereby authorizes the Company to immediately offset Exhibit 10.26(B)against and reduce any amounts otherwise due to him for any amounts in respect of the obligation to repaythe Relocation Expenses.5.Confidentiality, Covenant Not To Compete and Arbitration. Employee has executed and agrees to comply withthe Confidentiality, Covenant Not To Compete & Arbitration Agreement, attached hereto as Exhibit A, which isincorporated herein by reference.6.Termination. This Agreement and Employee’s employment may be terminated in any one of the following ways:a.At any time during the Term, the Company may, at its sole discretion, terminate Employee’s employment,with or without Cause. Such termination shall be effective on delivery of written notice to Employee of theCompany’s election to terminate this Agreement under this Section 6. Employee shall be entitled to receiveall compensation earned and all benefits and reimbursements due through the effective date of termination.Employee shall not be entitled to any additional compensation subsequent to termination.b.This Agreement shall terminate automatically upon the death or Disability of Employee. A “Disability” isdefined as Employee’s inability to perform the essential functions of his position, with reasonableaccommodation, due to Employee’s illness or physical or mental impairment or other incapacity whichcontinues for a period in excess of one hundred twenty (120) days (whether consecutive or not). Thedetermination of Disability shall be made by the Board. If requested by the Company, Employee shall submitto a mental or physical examination to be performed by an independent physician selected by the Companyfollowing consultation with Employee to assist the Company in making such determination. Any refusal byEmployee to submit to a mental or physical examination under this section, or to provide medicaldocumentation necessary for the Company to make its determination, shall be deemed to constituteconclusive evidence of Employee’s Disability. Employee (or his estate or representative, if applicable) shallbe entitled to receive all compensation earned and all benefits and reimbursements due through the effectivedate of termination. Employee shall not be entitled to any additional compensation subsequent totermination.c.At any time during the Term, Employee may retire or otherwise resign his employment with the Companyprovided that he first provides at least thirty (30) days prior written notice to the Company of his intent toterminate this Agreement, with the date of his retirement or resignation specified in such notice.7.Deemed Resignations. Unless otherwise agreed to in writing by the Company and Employee prior to the terminationof Employee’s employment, any termination of Employee’s employment shall constitute (a) an automaticresignation of Employee as an officer of the Company and each affiliate of the Company (if applicable), and (b) anautomatic resignation of Employee from the Board (if applicable), and from the board of directors or similargoverning body of any corporation, limited liability entity or other entity in which the Company or any affiliateholds an equity interest and with respect to which board or similar governing body Employee serves as theCompany’s or such affiliate’s designee or other representative (if applicable). Exhibit 10.26(B)8.No Breach of Prior Agreements. Employee hereby represents and warrants to the Company that the execution ofthis Agreement by Employee and Employee’s employment by the Company and the performance of Employee’sduties hereunder shall not violate or be a breach of any agreement with a former employer, client or any otherperson or entity. Employee further represents and covenants that he will not bring to the Company or place on theCompany’s computer systems any confidential, proprietary or legally protected information belonging to, orobtained from, any previous employer (“Prior Employer Information”) and under no circumstances shallEmployee use or disclose Prior Employer Information in the course of his employment with the Company.9.Section 409A. The intent of the parties is that the payments and benefits under this Agreement comply with or beexempt from Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpretedto be in compliance therewith. If the Company determines that any provision of this Agreement would causeEmployee to incur any additional tax or interest under Section 409A (with specificity as to the reason therefor), theCompany and Employee shall take commercially reasonable efforts to reform such provision to try to comply withor be exempt from Section 409A through good faith modifications to the minimum extent reasonably appropriate toconform with Section 409A, provided that any such modifications shall not increase the cost or liability to theCompany. To the extent that any provision hereof is modified in order to comply with or be exempt from Section409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintainthe original intent and economic benefit to Employee and the Company of the applicable provision without violatingthe provisions of Section 409A.To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section409A, any such reimbursements payable to Employee pursuant to this Agreement shall be paid to Employee no laterthan December 31 of the year following the year in which the expense was incurred, the amount of expensesreimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, andEmployee’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for anotherbenefit.Notwithstanding any provision of this Agreement to the contrary, if the payment of any amount or benefit under thisAgreement would be subject to additional taxes and interest under Section 409A because the timing of suchpayment is not delayed as provided therein and the regulations thereunder, then any such amount or benefit thatEmployee would otherwise be entitled to during the first six months following Employee’s date of termination ofemployment shall be accumulated and paid or provided, as applicable, on the date that is six months after the date ofEmployee’s date of termination (or if the such date does not fall on a business day of the Company, the nextfollowing business day of the Company), or such earlier date upon which such amount or benefit can be paid orprovided under Section 409A without being subject to such additional taxes and interest.10.Withholding of Taxes and Other Deductions. The Company may withhold from any benefits and payments madepursuant to this Agreement all federal, state, city and other taxes and withholdings as may be required pursuant toany law or governmental regulation or ruling and all other customary deductions made with respect to theCompany’s employees generally. The Company shall be entitled to rely on an opinion of counsel if any questions asto the amount or requirement of withholding shall arise. Exhibit 10.26(B)11.Assignment. Employee understands that he has been selected for employment by the Company on the basis of hispersonal qualifications, experience and skills. Employee, therefore, shall not assign all or any portion of Employee’sperformance under this Agreement. Subject to the preceding two sentences, this Agreement shall be binding upon,inure to the benefit of, and be enforceable by the parties hereto and their respective heirs, legal representatives,successors and assigns. Employee recognizes that the Company may assign this Agreement.12.Notices. All notices or other communications that are required or may be delivered under this Agreement shall be inwriting, and shall be deemed duly delivered on the same business day as delivery by hand or by fax with machineconfirmation of complete transmission, or three (3) business days after delivery by deposit as United States certifiedmail return receipt requested, or the next business day after delivery by deposit with an overnight courier, to theparties hereto at the addresses set forth below (as the same may be changed from time to time by notice similarlygiven) or the last known business or residence address of such other person as may be designated by either partyhereto in writing:a.If to the Company:Mirna Therapeutics, Inc.2150 Woodward St., Suite 100Austin, Texas 78744Attention: Paul Lammers, M.D., President & Chief Executive Officerb.If to Employee:Vincent J. O’Neill, M.D.[Address]13.Waiver of Breach. A waiver by the Company or Employee of a breach of any provision of this Agreement by theother party shall not operate or be construed as a waiver of any other breach by the other party.14.Governing Law. This Agreement shall be governed by the laws of the State of Texas, without regard to its or anyother jurisdiction’s conflict of laws provisions. The Parties hereby submit to the jurisdiction of the Texas courts, bothstate and federal, in all matters concerning this Agreement.15.Severability. If one or more of the provisions of this Agreement shall be found to be illegal or invalid, it shall notaffect the legality or validity of any of the remaining provisions. A court of competent jurisdiction shall have theauthority to modify or replace the invalid or unenforceable term or provision with a valid and enforceable term orprovision which most accurately represents the intention of the parties hereto with respect to the invalid orunenforceable term or provision.16.Entire Agreement; Amendment. This Agreement, including the attached Exhibit, constitutes and contains the entireagreement of the parties and supersedes any and all prior negotiations, correspondence, understandings andagreements between the parties respecting the subject matter hereof. This Agreement may be modified only by anagreement in writing executed by each of the parties hereto. Exhibit 10.26(B)17.Eligibility. As required by applicable law, this offer and Agreement are subject to satisfactory proof of Employee’sright to work in the United States of America. It is required that Employee bring the appropriate documentation withEmployee at the time of employment.18.Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect inany way the meaning or interpretation of this Agreement.19.Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original but all ofwhich together shall constitute one and the same instrument.[Signature page follows] Exhibit 10.26(B)IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorizedrepresentatives.MIRNA THERAPEUTICS, INC. By: /s/ Paul Lammers Name: Paul Lammers, M.D., M.Sc. Title: President & Chief Executive Officer VINCENT J. O’NEILL, M.D./s/ Vincent O'Neill Exhibit 31.1CERTIFICATION OF THE CHIEF EXECUTIVE OFFICERPURSUANT TOSECURITIES EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A) I, Paul Lammers, certify that:1.I have reviewed this Annual Report on Form 10-K of Mirna Therapeutics, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.Date: March 14, 2017 /s/ Paul Lammers Paul Lammers, M.D., M.Sc. Chief Executive Officer (Principal Executive Officer) Exhibit 31.2CERTIFICATION OF THE CHIEF FINANCIAL OFFICERPURSUANT TOSECURITIES EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A) I, Alan Fuhrman, certify that:1.I have reviewed this Annual Report on Form 10-K of Mirna Therapeutics, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.Date: March 14, 2017 /s/ Alan Fuhrman Alan Fuhrman Chief Financial Officer (Principal Financial & Accounting Officer) Exhibit 32.1CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Mirna Therapeutics, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2016, as filed withthe Securities and Exchange Commission (the “Report”), Paul Lammers, Chief Executive Officer of the Company, and Alan Fuhrman, Chief Financial Officerof the Company, respectively, do each hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002, that:•The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and•The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Date: March 14, 2017 /s/ Paul Lammers Paul Lammers, M.D., M.Sc. Chief Executive Officer (Principal Executive Officer) /s/ Alan Fuhrman Alan Fuhrman Chief Financial Officer (Principal Financial & Accounting Officer)
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