Current Report Filing (8-k)
September 20 2021 - 7:05AM
Edgar (US Regulatory)
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2021-09-17
2021-09-17
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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)
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|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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|
Trading
Symbol
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Name
of Each Exchange on Which Registered
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Common
Stock
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MTNB
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NYSE
American
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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 (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.
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:
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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|
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Dated:
September 20, 2021
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By:
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/s/
Jerome D. Jabbour
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Name:
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Jerome
D. Jabbour
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Title:
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Chief
Executive Officer
|
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