Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Appointment
of New Director
On
December 13, 2017, upon the recommendation of the Nominating and Corporate Governance Committee of Matinas BioPharma Holdings,
Inc. (the “Company”), the Company’s Board of Directors (the “Board”) appointed Matthew Wikler, age
68, effective January 1, 2018, to fill the vacant director position that will be created by the resignation of Stefano Ferrari,
effective December 31, 2017. Dr. Wikler has been appointed to serve on the compensation committee effective January 1, 2018. Dr.
Wikler will hold this position until the next annual meeting of the Company’s shareholders or until his successor is elected
and qualified, subject to his earlier resignation or removal.
Dr.
Wikler currently serves as the Principal of Infectious Disease Technology Development Consulting (IDTD Consulting) where he provides
clinical, medical and regulatory strategic insight to companies developing new technologies for the treatment and prevention of
infectious diseases, a position he has held since 2015. Prior to that from 2012 to 2015, Dr. Wikler served at The Medicines Company
(NASDAQ: MDCO) as VP, New Business Ventures and VP and Medical Director, Infectious Disease Care. Over the course of his career
Dr. Wikler held senior leaderships positions for a number of pharmaceutical companies, including as Chief Development Officer
of Rib-X Pharmaceuticals, Inc., a privately-held biopharmaceutical company developing new antibiotics to provide superior coverage,
safety and convenience for the treatment of serious and life-threatening infections, President and Chief Executive Officer of
IASO Pharma Inc., a privately-held clinical stage biotechnology company focused on the development of antibacterial and antifungal
therapeutics, the Institute for One World Health, a 501(c)(3) nonprofit drug development organization, Mpex Pharmaceuticals, Inc.,
a privately-held company focused on developing and manufacturing therapies for antibiotic resistance with focus on gram-negative
organisms, Peninsula Pharmaceuticals, Inc., a privately held biopharmaceutical company focused on developing and commercializing
antibiotics to treat life-threatening infections (acquired by Johnson & Johnson (NYSE: JNJ)), ViroPharma Incorporated (NASDAQ:
VPHM), Bristol-Myers Squibb Company (NYSE:BMY), and Ortho-McNeil Pharmaceutical (a division of Johnson & Johnson). Dr. Wikler
began his career at Smith Kline & French/Smith Kline Beecham where he held positions of increasing responsibilities over ten
years. Dr. Wikler held a variety of positions at the FDA, including the Deputy Director of the Division of Anti-Infective Drug
Products. Dr. Wikler earned a B.A. in Chemistry from Franklin and Marshall, an M.D. degree from Temple University School of Medicine,
and his M.B.A. from the University of Pennsylvania Wharton School of Business. He completed his Infectious Diseases Fellowship
at the Hospital of the University of Pennsylvania and is a Fellow of the Infectious Diseases Society of America.
Dr.
Wikler will receive compensation in accordance with the Company’s amended and restated non-employee director compensation
policy, including an annual cash retainer fee of $50,000, annual cash fees of $6,000 for serving on the compensation committee
and an annual stock option grant to purchase a number of shares of common stock valued at $80,000 as determined by the Black Scholes
method on the date of grant. In addition, Dr. Wikler will receive an initial option grant to purchase 150,000 shares of common
stock upon joining the Board. In lieu of cash payments, Dr. Wikler may elect to receive payment of his annual board retainer and
annual committee fees in unrestricted shares of common stock pursuant to the terms of the Company’s equity compensation
plan.
There
is no arrangement or understanding pursuant to which Dr. Wikler was appointed to the Board, nor are there any transactions or
proposed transactions to which the Company and Dr. Wikler are, or will be, a party. As of the date of this report, Dr. Wikler
has not entered into any transaction requiring disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). The Company will enter into an indemnification agreement with Dr. Wikler
on the Company’s standard form of indemnification agreement, a copy of which was previously filed with the Securities and
Exchange Commission.
Departure
of Director
On
December 13, 2017, Stefano Ferrari resigned from the Board, effective December 31, 2017. Mr. Ferrari indicated that his resignation
was not the result of any disagreement with the Company on any matters relating to the Company’s operations, policies or
practices.