Current Report Filing (8-k)
April 28 2017 - 5:19PM
Edgar (US Regulatory)
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): April
28, 2017
MATINAS BIOPHARMA HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-38022
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46-3011414
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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1545 Route 206 South, Suite 302
Bedminster, New Jersey
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07921
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(908) 443-1860
Not Applicable
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(Former name or former address, if changed since last report.)
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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):
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))
Indicate by
check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
x
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.
x
Item 1.01. Entry into a Material Definitive Agreement.
On April 28, 2017, Matinas BioPharma Holdings, Inc.
(the “Company”) entered into a Controlled Equity Offering
SM
Sales Agreement (the “Sales Agreement”)
with Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), as sales agent, pursuant to which the Company may offer
and sell, from time to time, through Cantor Fitzgerald shares of its common stock, par value $0.0001 per share.
The Company is not obligated to sell any
shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, Cantor Fitzgerald will use commercially
reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations
and the rules of the NYSE MKT LLC, or NYSE MKT, to sell shares from time to time based upon the Company’s instructions,
including any price, time or size limits specified by the Company. Upon delivery of a placement notice, and subject to the Company’s
instructions in that notice, and the terms and conditions of the sales agreement generally, Cantor Fitzgerald & Co. may sell
our common stock by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4)
promulgated under the Securities Act of 1933, as amended, including sales made directly on or through the NYSE MKT or any other
existing trading market for our common stock, in negotiated transactions at market prices prevailing at the time of sale or at
prices related to such prevailing market prices and/or any other method permitted by law.
Cantor Fitzgerald’s obligations to
sell shares under the Sales Agreement are subject to satisfaction of certain conditions, including customary closing conditions.
The Company will pay Cantor Fitzgerald a commission of 3.0% of the aggregate gross proceeds from each sale of shares and has agreed
to provide Cantor Fitzgerald with customary indemnification and contribution rights. The Company has also agreed to reimburse Cantor
Fitzgerald for certain specified expenses. The offering of our common stock pursuant to the Sales Agreement will terminate upon
the termination of the Sales Agreement as permitted therein. We and Cantor Fitzgerald may each terminate the Sales Agreement at
any time upon ten days’ prior notice.
Sales of shares of common stock under the
Sales Agreement will be made pursuant to the registration statement on Form S-3 (File No. 333-217106), which was declared
effective by the Securities and Exchange Commission (the “SEC”) on April 12, 2017, and a related prospectus supplement
filed with the SEC on April 28, 2017, for an aggregate offering price of up to $30.0 million.
The foregoing summary of the Sales Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which is
filed herewith as Exhibit 1.1.
This Current Report on Form 8-K shall
not constitute an offer to sell or the solicitation of an offer to buy any shares under the Sales Agreement, nor shall there be
any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibit No.
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Description.
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1.1
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Controlled Equity Offering
SM
Sales Agreement, dated April 28, 2017, by and between Matinas BioPharma Holdings, Inc. and Cantor Fitzgerald & Co.
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5.1
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Opinion of Lowenstein Sandler LLP.
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10.1
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Lease Agreement, dated as of December 15, 2016, by and between CIP II/AR Bridgewater Holdings LLC, and Matinas BioPharma Holdings, Inc.
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23.1
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Consent of Lowenstein Sandler LLP (included in the opinion of Lowenstein Sandler LLP filed as Exhibit 5.1 hereto).
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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.
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MATINAS BIOPHARMA HOLDINGS, INC.
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Dated: April 28, 2017
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By:
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/s/ Roelof Rongen
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Name: Roelof Rongen
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Title: Chief Executive Officer
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