Securities Registration: Employee Benefit Plan (s-8)
January 06 2017 - 04:38PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on January 6, 2017
Registration No. _______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
______________________
MATINAS BIOPHARMA HOLDINGS, INC.
(Exact Name of Registrant as Specified in
its Charter)
______________________
Delaware
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46-3011414
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(State or Other Jurisdiction
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(I.R.S. Employer Identification No.)
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of Incorporation or Organization)
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1545 Route 206 South, Suite 302
Bedminster, New Jersey 07921
(908) 443-1860
(Address of Principal Executive Offices)
______________________
MATINAS BIOPHARMA HOLDINGS, INC. 2013
EQUITY COMPENSATION PLAN
(as amended and restated)
(Full Title of the Plan)
______________________
Roelof Rongen
Chief Executive Officer
Matinas BioPharma Holdings, Inc.
1545 Route 206 South, Suite 302
Bedminster, New Jersey 07921
(Name and Address Including Zip Code, of
Agent For Service)
(908) 443-1860
Telephone Number, Including Area Code
_________________________
With copies to:
Michael J. Lerner, Esq.
Steven M. Skolnick, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
Telephone: (212) 262-6700
_________________________
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 definitions of “large accelerated
filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller Reporting Company ☒
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed Maximum
Offering Price
per Share(2)
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Proposed Maximum
Aggregate
Offering Price(2)
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Amount of
Registration
Fee(2)
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Common Stock, $0.01 par value per share
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2,326,380
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$1.42
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$3,303,460
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$383
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(1) Covers 2,326,380 shares of common
stock issuable under the Matinas BioPharma Holdings, Inc. 2013 Equity Compensation Plan, as amended and restated effective as of
May 1, 2014 (the “2013 Plan”). In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
registration statement also covers an indeterminable number of shares of common stock issuable under the 2013 Plan, as these amounts
may be adjusted as a result of stock splits, stock dividends and antidilution provisions.
(2) Pursuant to Rule 457(c) and Rule
457(h) under the Securities Act of 1933, as amended, the proposed maximum offering price per share and the proposed maximum aggregate
offering price are estimated for the purpose of calculating the amount of the registration fee and are based on the average of
the high and low price as reported on the by the OTC Bulletin Board on January 3, 2017.
EXPLANATORY NOTE
Pursuant
to General Instruction E to Form S-8 under the Securities Act, this Registration Statement is filed by Matinas BioPharma Holdings,
Inc. (the “Company”) for the purpose of registering additional shares of the Company’s common stock, par value
$0.0001 per share (the “Common Stock”) under the 2013 Plan. The number of shares of Common Stock available for issuance
under the 2013 Plan is subject to an automatic annual increase on January 1 of each year beginning in 2015 equal to 4% of the number
of shares of Common Stock outstanding on December 31 of the preceding calendar year or a lesser number of shares of Common Stock
determined by the Board of Directors of the Company (the “Evergreen Provision”). This Registration Statement registers
an aggregate of
2,326,380
additional shares of Common
Stock available for issuance under the 2013 Plan as a result of the Evergreen Provision.
The shares of Common
Stock registered pursuant to this Registration Statement are of the same class of securities as the shares of Common Stock registered
for issuance under the 2013 Plan pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-198488)
filed on August 29, 2014, Registration Statement on Form S-8 (Registration No. 333-203141) filed on March 31, 2015 and Registration
Statement on Form S-8 (Registration No. 333-210495) filed on March 30, 2016. The information contained in the Registrant’s
registration statements on Form S-8 (Registration Nos. 333-198488, 333-203141 and 333-210495) is hereby incorporated by reference
pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3.
Incorporation of Documents by Reference.
The following documents,
which have been filed by the Matinas BioPharma Holdings, Inc. (the “Company”) with the Commission, are hereby incorporated
by reference in this Registration Statement:
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our Annual Report on Form 10-K for the year ended December 31,
2015, filed with the SEC on March 30, 2016;
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our Definitive Proxy Statement on Schedule 14A, filed
with the SEC on September 22, 2016;
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our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2016, June 30, 2016 and September 30, 2016, filed with the SEC on May 13, 2016, August 15, 2016 and November 14, 2016,
respectively;
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•
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our Current Report on Form 8-K filed with the SEC on
March 9, 2016, August 1, 2016, September 13, 2016, October 6, 2013, October 13, 2016 and December 21, 2016 (other than any portions
thereof deemed furnished and not filed); and
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•
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the description of the Company’s common stock contained
in its Prospectus dated May 21, 2014 filed pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended (the
“Securities Act”) (Registration No. 333-193455).
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All documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8.
Exhibits.
For a list of exhibits, see
the Exhibit Index in this Registration Statement, which is incorporated into this Item by reference.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Bedminster, State of New Jersey, on this 6th day of January, 2017.
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MATINAS BIOPHARMA HOLDINGS, INC.
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By:
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/s/ Roelof Rongen
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Roelof Rongen
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Chief Executive Officer
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POWER OF ATTORNEY
AND SIGNATURES
KNOW ALL PERSONS BY
THESE PRESENTS, that each person whose signature appears below constitutes and appoint Roelof Rongen and Jerome Jabbour, and each
of them, his attorneys-in-fact, with full power of substitution for him in any and all capacities, to sign any amendments to this
Registration Statement, including any and all pre-effective and post-effective amendments and to file such amendments thereto,
with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the
dates indicated.
Person
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Capacity
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Date
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/s/ Roelof Rongen
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Chief Executive Officer and Director
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January 6, 2017
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Roelof Rongen
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(Principal Executive Officer)
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/s/ Gary Gaglione
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Acting Chief Financial Officer
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January 6, 2017
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Gary Gaglione
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(Principal Financial and Accounting Officer)
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/s/ Herbert Conrad
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Chairman of the Board
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January 6, 2017
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Herbert Conrad
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/s/ Stefano Ferrari
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Director
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January 6, 2017
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Stefano Ferrari
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/s/ James S. Scibetta
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Director
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January 6, 2017
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James S. Scibetta
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/s/ Adam K. Stern
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Director
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January 6, 2017
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Adam K. Stern
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EXHIBIT INDEX
Exhibit
Number
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Description of Exhibit
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4.1
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Certificate of Incorporation of Matinas BioPharma Holdings,
Inc., filed as Exhibit 3.1 to Form S-1/A (File No. 333-193455) filed on February 7, 2014 and incorporated herein by reference.
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4.2
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Certificate of Amendment, dated October 29, 2015 to Certificate of Incorporation, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2015 and incorporated herein by reference.
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4.3
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Bylaws of Matinas BioPharma Holdings, Inc., filed as Exhibit 3.2 to Form S-1/A (File No. 333-193455) filed on February 7, 2014 and incorporated herein by reference.
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10.1
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Amended and Restated 2013 Equity Compensation Plan, filed as Exhibit 10.1 to Form S-8 (File No. 333-203141) filed on March 31, 2015 and incorporated herein by reference.
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5.1
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Opinion of Lowenstein Sandler LLP
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23.1
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Consent of EisnerAmper LLP
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23.2
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Consent of Lowenstein Sandler LLP (filed as part of Exhibit 5.1).
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24.1
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Power of Attorney (included on the signature page).
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