Current Report Filing (8-k)
August 10 2017 - 8:31AM
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): August
10, 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):
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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
7.01 Regulation FD Disclosure.
Matinas BioPharma Holdings, Inc. (the “Company”)
intends to use a slide presentation in connection with a conference to take place on Thursday, August 10, 2017 and thereafter at
various conferences and investor meetings. The slide presentation is attached hereto as Exhibit 99.1.
In accordance with General Instruction B.2
of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1, shall not be deemed “filed”
for the 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 it be deemed incorporated by reference in any filing under the Exchange Act
or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
This Current Report on Form 8-K, including
exhibit 99.1, contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, including those relating to the Company's strategic focus and the future development of its product candidates, including
MAT2203 and MAT2501, the anticipated timing of regulatory submissions, the anticipated timing of clinical studies, the Company’s
ability to identify and pursue development and partnership opportunities for its products or platform delivery technology on favorable
terms, if at all, and the ability to obtain required regulatory approval and other statements that are predictive in nature, that
depend upon or refer to future events or conditions. All statements other than statements of historical fact are statements that
could be forward-looking statements. Forward-looking statements include words such as "expects," "anticipates,"
"intends," "plans," "could," "believes," "estimates" and similar expressions.
These statements involve known and unknown risks, uncertainties and other factors which may cause actual results to be materially
different from any future results expressed or implied by the forward-looking statements. Forward-looking statements are subject
to a number of risks and uncertainties, including, but not limited to, our ability to obtain additional capital to meet our liquidity
needs on acceptable terms, or at all, including the additional capital which will be necessary to complete the clinical trials
of our product candidates; our ability to successfully complete research and further development and commercialization of our product
candidates; the uncertainties inherent in clinical testing; the timing, cost and uncertainty of obtaining regulatory approvals;
our ability to maintain and derive benefit from the Qualified Infectious Disease Product (QIDP), Orphan and/or Fast Track designations
for MAT2203 and MAT2501, which does not change the standards for regulatory approval or guarantee regulatory approval on an expedited
basis, or at all; our ability to protect the Company's intellectual property; the loss of any executive officers or key personnel
or consultants; competition; changes in the regulatory landscape or the imposition of regulations that affect the Company's products;
and the other factors listed under "Risk Factors" in our filings with the SEC, including Forms 10-K, 10-Q and 8-K. Investors
are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this release.
Except as may be required by law, the Company does not undertake any obligation to release publicly any revisions to such forward-looking
statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Matinas
BioPharma's product candidates are all in a development stage and are not available for sale or use.
All forward-looking statements are expressly
qualified in their entirety by this cautionary notice. You are cautions not to place undue reliance on any forward-looking statements,
which speak only as of the date of this Current Report on Form 8-K. We have no obligation, and expressly disclaim any obligation,
to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise.
Item
9.01
Financial
Statements and Exhibits.
(d)
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Exhibit No.
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Description.
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99.1
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Slide Presentation, dated August 10, 2017.
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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: August 10, 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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