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2024-08-30
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UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM
8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d) of
TheSecurities Exchange Act of 1934
Dateof Report (Date of earliest event reported):
August 30, 2024
MATINASBIOPHARMA HOLDINGS, INC.
(Exactname of registrant as specified in its charter)
Delaware 001-38022 46-3011414
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) ID Number)
1545 Route 206 South 07921
,
Suite 302
Bedminster
,
New Jersey
(Address of principal executive offices) (Zip Code)
Registrant'stelephone number, including area code:
(908)
484-8805
NotApplicable
(Formername or former address, if changed since last report.)
Checkthe appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant underany of the
following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securitiesregistered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Common Stock MTNB NYSE American
Indicateby check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR (s)230.405)or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR (s)240.12b-2).
Emerginggrowth company
Ifan emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complyingwith any new or
revised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act.
Item 3.03 Material Modification to the Rights of Security Holders.
Theinformation contained in Item 5.03 below is incorporated by reference into
this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
OnAugust 30, 2024 (the "
Effective Date
"), Matinas BioPharma Holdings, Inc. (the "
Company
") fileda Certificate of Amendment to the Company's Certificate of
Incorporation, as amended, with the Secretary of State of the Stateof Delaware
(the "
Certificate of Amendment
"), which, at 5:00 p.m. Eastern Time on the Effective Date, (i) effecteda
one-for-fifty (1:50) reverse stock split (the "Reverse Stock Split") of the
Company's issued and outstanding sharesof common stock, $0.0001 par value per
share (the "
Common Stock
") and (ii) a reduction in the total number of authorizedshares of the Common
Stock from 500,000,000 to 250,000,000 (the "
Authorized Share Reduction
"). In connection withthe Reverse Stock Split, the CUSIP number for the Common
Stock changed to 576810 303.
Subjectto NYSE American LLC ("
NYSE American
" or the "
Exchange
") approval, the Company anticipates thatthe Common Stock will begin trading
on the NYSE American on a Reverse Stock Split-adjusted basis when market opens
on September 3, 2024.As previously announced, the trading of the Company's
shares of Common Stock was halted by the Exchange due to the low tradingprice
of the Company's shares of Common Stock on August 27, 2024. Although not
anticipated by the Company, the Exchange could maintainthe trading halt. The
Exchange could also suspend trading and move to delist the Common Stock if the
price per share post-split doesnot meet the requirements of Section 1003(f)(v)
of the NYSE American Company Guide.
Asa result of the Reverse Stock Split, every fifty (50) shares of Common Stock
issued and outstanding were converted into one (1) shareof Common Stock. The
Reverse Stock Split affected all stockholders uniformly and did not alter any
stockholder's percentage interestin the Company's equity, except to the extent
that the Reverse Stock Split would have resulted in some stockholders owning a
fractionalshare. No fractional shares were issued in connection with the
Reverse Stock Split. Stockholders who would have otherwise been entitledto a
fractional share of Common Stock were instead entitled to receive an
additional fraction of a share of Common Stock to round upto the next whole
share.
TheReverse Stock Split did not change the par value of the Common Stock or the
authorized number of shares of Common Stock. The number ofauthorized shares of
Common Stock was reduced in connection with the Authorized Share Reduction.
All outstanding securities entitlingtheir holders to purchase shares of Common
Stock or acquire shares of Common Stock, including stock options, restricted
stock units andwarrants, were adjusted as a result of the Reverse Stock Split,
as required by the terms of those securities.
Atthe Company's annual meeting of stockholders held on November 1, 2023 (the "
Annual Meeting
"), the stockholdersof the Company voted to approve the Certificate of
Amendment. On August 20, 2024, the Board of Directors of the Company also
approvedand authorized the filing of the Certificate of Amendment following
its approval by the stockholders.
Theforegoing description of the Certificate of Amendment is a summary of the
material terms thereof, does not purport to be complete andis qualified in its
entirety by reference to the full text of the Certificate of Amendment, which
is filed with this report as Exhibit3.1 and is incorporated herein by
reference.
-
2
-
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Asdescribed above, the following exhibits are furnished as part of this report:
Exhibit No. Description
3.1 Certificate of Amendment of Certificate of Incorporation, as
amended, of Matinas BioPharma Holdings, Inc., dated August 30, 2024
104 Cover Page Interactive Data File (embedded
within the Inline XBRL document)
-
3
-
SIGNATURES
Pursuantto the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf bythe
undersigned hereunto duly authorized.
MATINAS BIOPHARMA HOLDINGS, INC.
Dated: September 3, 2024 By: /s/ Jerome D. Jabbour
Name: Jerome D. Jabbour
Title: Chief Executive Officer
-
4
-
Exhibit3.1
Certificateof Amendment
Pursuantto Section 242 of the General Corporation Law of the State of
Delaware, Matinas BioPharma Holdings, Inc., a corporation organized
andexisting under the laws of the State of Delaware (the "
Corporation
"), does hereby certify as follows:
1.The name of the Corporation is Matinas BioPharma Holdings, Inc. The
Corporation was incorporated by the filing of its originalCertificate of
Incorporation with the Secretary of State of the State of Delaware on May 21,
2013, which was amended by acertificate of amendment filed with the Secretary
of State of the State of Delaware on October 29, 2015 (as so amended, the"
Certificate of Incorporation
").
2.The Certificate of Incorporation of the Corporation is hereby amended to
delete the first paragraph under Section A of Article V ofthe Certificate of
Incorporation, and replace such paragraph with the following:
"Thetotal number of shares of capital stock which the Corporation shall have
authority to issue is Two Hundred Sixty Million (260,000,000),of which (i) Two
Hundred and Fifty Million (250,000,000) shares shall be a class designated as
common stock, par value $0.0001 per share(the "
Common Stock
"), and (ii) Ten Million Shares (10,000,000) shares shall be a class
designated as preferred stock,par value $0.0001 per share (the "
Preferred Stock
"). Upon the filing and effectiveness (the "
Effective Time
")pursuant to the General Corporation Law of the State of Delaware of this
Certificate of Amendment to the Certificate of Incorporation,each fifty (50)
shares of the Corporation's Common Stock issued and outstanding immediately
prior to the Effective Time shall,automatically and without any action on the
part of the Corporation or respective holders thereof, be combined and
converted into one(1) validly issued, fully paid and non-assessable share of
Common Stock (the "
Reverse Split
"); provided, however,that the Corporation shall issue no fractional shares as
a result of the actions set forth herein but shall instead issue to the
holderof such fractional share such additional fraction of a share of Common
Stock as is necessary to increase such fractional share to a fullshare of
Common Stock, such that no fractional shares result from the Reverse Split."
3.The Board of Directors of the Corporation has duly adopted a resolution
pursuant to Section 242 of the General Corporation Law ofthe State of Delaware
setting forth a proposed amendment to the Certificate of Incorporation of the
Corporation and declaring saidamendment to be advisable. The requisite
stockholders of the Corporation have duly approved said proposed amendment in
accordancewith Section 242 of the General Corporation Law of the State of
Delaware.
4.This Certificate of Amendment and the amendment to the Certificate of
Incorporation effected hereby shall be effective at 5:00 P.M.(EST) on August
30, 2024.
INWITNESS WHEREOF
, the Corporation has caused this Certificate of Amendment to be signed by its
Chief Executive Officer on this 30
th
day of August, 2024.
/s/ Jerome D. Jabbour
Jerome D. Jabbour
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