UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2016

MIRNA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

2150 Woodward Street, Suite 100
Austin, TX 78744
(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (512) 901-0900

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

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On January 26, 2016, the Board of Directors (the “Board”) of Mirna Therapeutics, Inc. (“Mirna” or the “Company”) appointed Peter S. Greenleaf, effective March 1, 2016 (the “Effective Date”), to serve as a Class I director of the Company until the Company’s 2016 Annual Meeting of Stockholders, filling an existing vacancy.

Pursuant to, and in accordance with, the Company’s Non-Employee Director Compensation Program (the “Program”), on the Effective Date, Mr. Greenleaf shall be automatically granted an option to purchase 12,000 shares of common stock of the Company (the “Initial Grant”). The Initial Grant vests as to 1/3rd of the shares subject to the Initial Grant each year following the applicable grant date, subject to continued service through each applicable vesting date. Mr. Greenleaf will also be entitled to receive cash compensation and annual option grants in accordance with the Program, which will be pro-rated for his service in 2016. The Company also intends to enter into its standard form of indemnification agreement with Mr. Greenleaf.

A copy of the press release announcing the appointment of Mr. Greenleaf as a member of the Board is filed as Exhibit 99.1 to this Current Report.

Item 9.01           Financial Statements and Exhibits.

2

SIGNATURES

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

3

Exhibit 99.1

Mirna Therapeutics Appoints Peter Greenleaf to Its Board of Directors

Austin, TX — February 1, 2016 — Mirna Therapeutics, Inc. (Nasdaq: MIRN), a clinical-stage biopharmaceutical company developing a broad pipeline of microRNA-based oncology therapeutics, today announced the appointment of Peter Greenleaf to the Company’s Board of Directors. Mr. Greenleaf brings over 20 years of experience in drug development and commercialization and currently serves as the Chairman and Chief Executive Officer of Sucampo Pharmaceuticals, Inc. (Nasdaq: SCMP), a global biopharmaceutical company.

“We are pleased to welcome an executive with Peter’s extensive senior leadership experience to our Board of Directors,” said President and CEO Paul Lammers, M.D., M.Sc.  “His expertise driving the evolution of early-stage research to product development and commercialization will be invaluable as we advance our pipeline of microRNA-based oncology therapeutics.”

Prior to joining Sucampo, Mr. Greenleaf served as CEO and a board member at Histogenics Corporation, a regenerative medicine company. Previously, he served as President of MedImmune LLC, the global biologics arm of AstraZeneca, where he led the expansion of MedImmune’s pipeline to over 120 clinical and preclinical programs, and the commercialization of its marketed products.

“I am delighted to join the Board of Mirna Therapeutics, a pioneer in the emerging field of microRNA-based therapies,” said Mr. Greenleaf. “And I look forward to working with the Board and management on Mirna’s strategy and growth initiatives in the years ahead.”

Mr. Greenleaf is a member of the Board of Directors of Mast Therapeutics, Inc. (NYSE MKT: MSTX). Additionally, he is a member of the Board of Directors of the Pharmaceutical Research and Manufacturers of America (PhRMA) and Biotechnology Industry Organization (BIO), for which he serves on the Governing Boards of the Emerging Companies Section and the Health Section. Mr. Greenleaf earned a bachelor’s degree from Western Connecticut State University and a master’s degree in business administration from St. Joseph’s University.

About Mirna Therapeutics, Inc.

Mirna is a clinical-stage biopharmaceutical company developing a broad pipeline of microRNA-based oncology therapeutics and is the first to establish clinical proof-of-concept for a microRNA replacement therapy for cancer. Mirna’s lead product candidate, MRX34, a mimic of naturally occurring microRNA-34 (miR-34), is currently being studied in a Phase 1 clinical trial in patients with primary liver cancer, advanced solid tumors and hematological malignancies. miR-34 is one of the most widely published microRNAs and is considered a key regulator of multiple oncogenes across key oncogenic pathways, with the capacity to regulate more than 30 different oncogenes and repress the immune checkpoint signaling molecule PD-L1. The potential capacity to simultaneously affect multiple pathways and processes that are critical to cancer cell viability may make mimics of tumor suppressor microRNAs potent anti-cancer agents and less susceptible to drug resistance. Mirna plans to develop MRX34 as a monotherapy and in combination with other therapeutic modalities, such as targeted therapies and immuno-oncology agents. The company was founded in 2007 and is located in Austin, Texas.

For more information, visit www.mirnarx.com.

Cautionary Note on Forward-Looking Statements

To the extent that statements contained in this press release are not descriptions of historical facts regarding Mirna, they are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the therapeutic potential of MRX34, our ability to advance our pipeline, and the nature of Mr. Greenleaf’s service on our Board. Such forward-looking statements involve substantial risks and uncertainties that could cause our clinical development program, future results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the uncertainties inherent in the clinical drug development process, including the outcomes of clinical trials, the regulatory approval process, our substantial dependence on MRX34, our commercialization plans and efforts and other matters that could affect the availability or commercial potential of our product candidates. Mirna undertakes no obligation to update or revise any forward-looking statements. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to our business in general, see our reports filed with the U.S. Securities and Exchange Commission (SEC), including our Quarterly Report on Form 10-Q filed with the SEC on November 13, 2015.

Investors
The Trout Group
Josh Barer, 646-378-2948
jbarer@troutgroup.com

Media
BMC Communications
Amy Bonanno, 646-513-3117
abonanno@bmccommunications.com

2