Current Report Filing (8-k)
January 27 2021 - 5:29PM
Edgar (US Regulatory)
0001582554
false
0001582554
2021-01-26
2021-01-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): January 26, 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)
|
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
|
|
Trading
Symbol
|
|
Name
of Each Exchange on Which Registered
|
Common
Stock
|
|
MTNB
|
|
NYSE
American
|
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
5.07 Submission of Matters to a Vote of Security Holders.
At
the Special Meeting of Stockholders of Matinas BioPharma Holdings, Inc. (the “Company”) held on January 26, 2021 (the
“Special Meeting”), our stockholders voted on the two proposals listed below. The proposals are described in detail
in the Company’s definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on
December 17, 2020 (the “Proxy Statement”). The final results for the votes regarding each proposal are set forth below.
1.
At the Special Meeting our stockholders approved an amendment to our Certificate of Incorporation
to effect a reverse stock split of our common stock at a ratio in the range of 1-for-2 to 1-for-15, with such reverse stock split
to be effected at such ratio, time and date, if at all, as determined by our Board of Directors in its sole discretion (the “Reverse
Stock Split Proposal”). The tabulation of votes with respect to this proposal was as follows:
For
|
|
Against
|
|
Abstain
|
110,449,436
|
|
21,029,553
|
|
351,060
|
2.
At the Special Meeting our stockholders approved the adjournment of the Special Meeting,
if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes to approve the Reverse Stock
Split Proposal. The tabulation of votes with respect to this proposal was as follows:
For
|
|
Against
|
|
Abstain
|
110,084,391
|
|
21,248,603
|
|
497,055
|
Our
Board has the discretion to determine, as it deems to be in the best interest of our stockholders, the specific ratio to be used
within the range described above as well as the timing of a reverse stock split, if any. The Board may choose to exercise its
discretion at any time prior to January 26, 2022, which is the first anniversary of its approval by our stockholders.
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.
|
MATINAS
BIOPHARMA HOLDINGS, INC.
|
|
|
|
Dated:
January 27, 2021
|
By:
|
/s/
Jerome D. Jabbour
|
|
Name:
|
Jerome
D. Jabbour
|
|
Title:
|
Chief Executive
Officer
|
Matinas Biopharma (AMEX:MTNB)
Historical Stock Chart
From Aug 2024 to Sep 2024
Matinas Biopharma (AMEX:MTNB)
Historical Stock Chart
From Sep 2023 to Sep 2024