Current Report Filing (8-k)
November 25 2020 - 4:02PM
Edgar (US Regulatory)
0001582554
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0001582554
2020-11-18
2020-11-19
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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): November 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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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
1.01.
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Entry
into a Material Definitive Agreement.
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On
November 19, 2020, Matinas BioPharma Holdings, Inc. (the “Company”) entered into a Therapeutic Development Award Agreement
with the Cystic Fibrosis Foundation (“CFF”) (the “Agreement”) pursuant to which the Company received an
award for up to $4,234,249 million in funding (the “Award”) (of which $484,249 had been previously received)
to support the preclinical development (the “Development Program”) of the Company’s MAT2501 product candidate
(the “Product”), a lipid nano-crystal oral formulation of the broad-spectrum aminoglycoside amikacin, for the treatment
of pulmonary non-tubercular mycobacteria infections and other pulmonary diseases (the “Field”).
Upon
the execution of the Agreement, the Company will receive $650,000. The remainder of the Award will be paid to the Company incrementally
upon the achievement of certain milestones related to the progress of the Development Program, as set forth in the Agreement.
Pursuant to the terms of the Agreement, the Company is obligated to make royalty payments to CFF contingent upon commercialization
of the Product in the Field up to a maximum of five (5) times the Award or approximately $21.2 million (the “Royalty Cap”),
payable in three equal annual installments following the first commercial sale of the Product, the first of which is due within
90 days following the first commercial sale of the Product. The Company is also obligated to make royalty payment(s) to CFF if
the Company transfers, sells or licenses the Product for use in the Field, or if the Company enters into a change of control transaction
which will be applied against the Royalty Cap. Lastly, the Company is also obligated to make up to two royalty payment to CFF
of up to approximately $4.2 million each, due in the calendar years in which specified net sales milestones are achieved.
Either
CFF or the Company may terminate the Agreement for cause, which includes the Company’s material failure to achieve certain
commercialization and development milestones. The Company’s payment obligations survive the termination of the Agreement.
The Agreement includes customary indemnification provisions.
The
foregoing descriptions of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Agreement. A copy of the Agreement will be filed with the Securities and Exchange Commission as an exhibit to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Form 10-K”). Certain terms of
the Agreement have been omitted from this Current Report on Form 8-K and will be omitted from the version of the Agreement to
be filed as exhibit to the Form 10-K.
Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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As
of November 19, 2020, the Agreement constitutes a direct financial obligation of the Company, the material terms of which
are described above under Item 1.01 and are incorporated herein by reference.
Item
7.01
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Regulation
FD Disclosure.
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On
November 20, 2020, the Company issued a press release announcing receipt of the Award, a copy of which is attached hereto
as Exhibit 99.1.
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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
Item
9.01
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Financial
Statements and Exhibits.
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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:
November 25, 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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