0001582554 false 0001582554 2021-09-17 2021-09-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 17, 2021

 

 

 

MATINAS BIOPHARMA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38022   46-3011414
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
ID Number)

 

1545 Route 206 South, Suite 302

Bedminster, New Jersey

  07921
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (908) 443-1860

 

Not Applicable

(Former name or former address, if changed since last report.)

 

 

 

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

 

Securities registered 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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

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

 

(b) On September 17, 2021, director Patrick LePore informed the Board of Directors (the “Board”) of Matinas BioPharma Holdings, Inc. (the “Company”) that he will not stand for re-election to the Board at the upcoming annual meeting of stockholders, which will be held on November 1, 2021 (the “Annual Meeting”). Mr. LePore’s term as a member of the Board will expire at the Annual Meeting.

 

Item 7.01 Regulation FD Disclosure.

 

The Company issued a press release announcing the nomination of Kathryn Penkus Corzo to stand for election to the Board at the Annual Meeting, and that Mr. LePore will not stand for re-election at the Annual Meeting. A copy of the press release discussing these matters is filed as Exhibit 99.1 to, and incorporated by reference in, this report.

 

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 8.01. Other Events.

 


On September 13, 2021, the Company announced the nomination of Ms. Corzo to stand for election to the Board at the Annual Meeting. Ms. Corzo is currently a partner at Takeda Ventures, Inc. and was previously Head, Oncology Cell Therapy Development at Takeda Pharmaceuticals Company Limited. The Company also announced that Mr. LePore will not stand for re-election to the Board at the Annual Meeting.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) The following exhibits are being furnished with this report:

 

Exhibit No.   Description
     
99.1   Press Release, dated September 20, 2021.
   
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

-2-

 

 

SIGNATURES

 

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

 

  MATINAS BIOPHARMA HOLDINGS, INC.
     
Dated: September 20, 2021 By: /s/ Jerome D. Jabbour
  Name: Jerome D. Jabbour
  Title: Chief Executive Officer

 

-3-