Current Report Filing (8-k)
February 20 2020 - 6:05AM
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): February 19, 2020
MATINAS
BIOPHARMA HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38022
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46-3011414
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
ID Number)
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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
(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):
[ ]
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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 (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. [ ]
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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Item
1.02. Termination of Material Definitive Agreement.
On
February 19, 2020, Matinas BioPharma Holdings, Inc. (the “Company”) provided notice of its termination of the Controlled
Equity Offering Sales Agreement, dated as of April 28, 2017 (the “Equity Sales Agreement”), by and between Matinas
BioPharma Holdings, Inc. (the “Company”) and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”). The termination
of the Equity Sales Agreement will be effective on or before March 1, 2020. As previously reported, pursuant to the terms of the
Equity Sales Agreement, the Company could offer and sell shares of its common stock, par value $0.0001 per share (the “Common
Stock”), having an aggregate offering price of up to $30.0 million from time to time through Cantor Fitzgerald. The Company
is not subject to any termination penalties related to the termination of the Equity Sales Agreement. The Company sold a total
of 13,220,987 shares of its Common Stock pursuant to the Equity Sales Agreement from August 2017 to October
2018.
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: February 20, 2020
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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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