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Item 3.02.
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Unregistered Sales of Equity Securities.
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Matinas BioPharma
Holdings, Inc. previously filed a Schedule TO pursuant to which it offered (the “Offer to Amend and Exercise”) to amend
certain outstanding warrants (the “Original Warrants”) to purchase an aggregate of 36,728,612 shares of common stock
to: (i) reduce the exercise price of the Original Warrants to $0.50 per share of common stock in cash, (ii) shorten the exercise
period of the Original Warrants so that they expire concurrently with the expiration of the Offer to Amend and Exercise at 5:00
p.m. (Eastern Time) on January 13, 2017, as may be extended by the Company in its sole discretion (“Expiration Date”),
(iii) restrict the ability of the holder of shares issuable upon exercise of the Amended Warrants to sell, make any short sale
of, loan, grant any option for the purchase of, or otherwise dispose of any of such shares without the prior written consent of
the Company for a period of six months after the Expiration Date (the “Lock-Up Period”); and (iv) provide that a holder,
acting alone or with others, will agree not to effect any purchases or sales of any securities of the Company in any “short
sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or any type of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short
sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) or similar arrangements,
or sales or other transactions through non-U.S. broker dealers or foreign regulated brokers through the expiration of the Lock-Up
Period.
The Offer to Amend
and Exercise expired at 5:00 p.m. Eastern Time on January 13, 2017. Pursuant to the Offer to Amend and Exercise, an aggregate of
30,966,350 Original Warrants were tendered by their holders and were amended and exercised in connection therewith for an aggregate
exercise price of approximately $15.5 million, including the following: 3,750,000 Formation Warrants; 754,000 Merger Warrants;
7,243,750 2013 Investor Warrants; 500,000 Private Placement Warrants; 14,750,831 2015 Investor Warrants; 722,925 $2.00 PA Warrants
(of which 721,987 were exercised on a cashless basis); 1,426,687 $1.00 PA Warrants (of which 1,424,812 were exercised on a cashless
basis); and 1,818,157 $0.75 PA Warrants (of which 1,774,017 were exercised on a cashless basis). The gross cash proceeds from such
exercises were approximately $13.5 million and the net cash proceeds after deducting warrant solicitation agent fees and other
estimated offering expenses were approximately $12.7 million. Prior to the Offer to Amend and Exercise, the Company had 58,159,495
shares of common stock outstanding and warrants to purchase an aggregate of 40,255,234 shares of common stock. Following the Offer
to Amend and Exercise, the Company had 87,310,154 shares of common stock outstanding and warrants to purchase an aggregate of 9,288,884
shares of common stock.
The Company retained Aegis Capital Corp. (“Aegis Capital”) to act as its Warrant Agent for
the Offer to Amend and Exercise pursuant to a Warrant Agent Agreement. Aegis Capital received a fee equal to 5% of the cash exercise
prices paid by holders of the Original Warrants (excluding the placement agent warrants) who participated in the Offer to Amend
and Exercise. In addition, the Company agreed to reimburse Aegis Capital for its reasonable out-of-pocket expenses and attorney’s
fees, including a $35,000 non-accountable expense allowance. The foregoing description of the Warrant Agent Agreement is intended
to be a summary and is qualified in its entirety by reference to such document, which was previously filed as Exhibit (d)(1) to
the Company’s Schedule TO filed with the SEC.
The Company issued the Original Warrants
in private placement transactions in reliance on the exemptions from registration provided by Section 4(a)(2) of the Securities
Act and/or Rule 506(b) of Regulation D promulgated thereunder. Similarly, the issuance of the shares of the Company’s common
stock upon the amendment and exercise of the 30,966,350 Original Warrants was exempt from registration under the Securities Act
pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder.