Securities Registration: Employee Benefit Plan (s-8)
February 26 2021 - 5:39PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on February 26, 2021
Registration
No. _______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
MATINAS
BIOPHARMA HOLDINGS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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46-3011414
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(State
or Other Jurisdiction
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(I.R.S.
Employer Identification No.)
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of
Incorporation or Organization)
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1545
Route 206 South, Suite 302
Bedminster,
New Jersey 07921
(908)
443-1860
(Address
of Principal Executive Offices)
MATINAS
BIOPHARMA HOLDINGS, INC. 2013 EQUITY COMPENSATION PLAN
(as
amended and restated)
(Full
Title of the Plan)
Jerome
D. Jabbour
Chief
Executive Officer
Matinas
BioPharma Holdings, Inc.
1545
Route 206 South, Suite 302
Bedminster,
New Jersey 07921
(Name
and Address Including Zip Code, of Agent For Service)
(908)
443-1860
Telephone
Number, Including Area Code
With
copies to:
Michael
J. Lerner, Esq.
Steven
M. Skolnick, Esq.
Lowenstein
Sandler LLP
1251
Avenue of the Americas
New
York, New York 10020
Telephone:
(212) 262-6700
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [X]
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Smaller
reporting company [X]
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(Do
not check if a smaller reporting company)
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Emerging
growth company [ ]
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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 pursuant to Section 7(a)(2)(B) of the Securities Act.[ ]
CALCULATION
OF REGISTRATION FEE
Title of Securities
to be Registered
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Amount to be Registered(1)
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Proposed Maximum Offering Price per Share(2)
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Proposed Maximum
Aggregate
Offering Price(2)
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Amount of Registration Fee(2)
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Common Stock, $0.0001 par value per share
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8,004,537
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$
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1.32
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$
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10,565,989
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$
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1,152.75
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(1)
Covers 8,004,537 shares of common stock issuable under the Matinas BioPharma Holdings, Inc. 2013 Equity Compensation Plan, as
amended and restated effective as of May 1, 2014 (the “2013 Plan”). In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended, this registration statement also covers an indeterminable number of shares of common stock
issuable under the 2013 Plan, as these amounts may be adjusted as a result of stock splits, stock dividends and antidilution provisions.
(2)
Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended, the proposed maximum offering price per
share and the proposed maximum aggregate offering price are estimated for the purpose of calculating the amount of the registration
fee and are based on the average of the high and low price as reported on the NYSE American on February 25, 2021.
EXPLANATORY
NOTE
Pursuant
to General Instruction E to Form S-8 under the Securities Act, this Registration Statement is filed by Matinas BioPharma Holdings,
Inc. (the “Company”) for the purpose of registering additional shares of the Company’s common stock, par value
$0.0001 per share (the “Common Stock”) under the 2013 Plan. The number of shares of Common Stock available for issuance
under the 2013 Plan is subject to an automatic annual increase on January 1 of each year beginning in 2015 equal to 4% of the
number of shares of Common Stock outstanding on December 31 of the preceding calendar year or a lesser number of shares of Common
Stock determined by the Board of Directors of the Company (the “Evergreen Provision”). This Registration Statement
registers an aggregate of 8,004,537 additional shares of Common Stock available for issuance under the 2013 Plan which became
issuable as of January 1, 2021 as a result of the Evergreen Provision.
The
shares of Common Stock registered pursuant to this Registration Statement are of the same class of securities as the shares of
Common Stock registered for issuance under the 2013 Plan pursuant to the currently effective Registration Statement on Form S-8
(Registration No. 333-198488) filed on August 29, 2014, Registration Statement on Form S-8 (Registration No. 333-203141) filed
on March 31, 2015, Registration Statement on Form S-8 (Registration No. 333-210495) filed on March 30, 2016, Registration Statement
on Form S-8 (Registration No. 333-215456) filed on January 6, 2017, Registration Statement on Form S-8 (Registration No. 333-222912)
filed on February 7, 2018, and Registration Statement on Form S-8 (Registration No. 333-237315) filed on March 30, 2020.
The information contained in the Registrant’s registration statements on Form S-8 (Registration Nos. 333-198488, 333-203141,
333-210495, 333-215456, 333-222912, 333-237315) is hereby incorporated by reference pursuant to General Instruction E.
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents, which have been filed by the Matinas BioPharma Holdings, Inc. (the “Company”) with the Commission,
are hereby incorporated by reference in this Registration Statement:
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●
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our
Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 9, 2020;
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●
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our
Definitive Proxy Statements on Schedule 14A, filed with the SEC on October 10, 2020, and December 17, 2020;
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our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, filed with the
SEC on May 11, 2020, August 10, 2020, and November 6, 2020, respectively;
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●
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our
Current Reports on Form 8-K filed with the SEC on March 9, 2020, May 11, 2020, June 2, 2020, July 2, 2020, August 10, 2020,
September 15, 2020, October 19, 2020, November 4, 2020, November 6, 2020, November 25, 2020, December 1, 2020, December 8,
2020, December 28, 2020, January 14, 2021, January 27, 2021 and February 1, 2021 (other than any portions thereof deemed furnished
and not filed); and
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●
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the
description of the Company’s common stock contained in its Prospectus dated May 21, 2014 filed pursuant to Rule 424(b)(3)
of the Securities Act of 1933, as amended (the “Securities Act”) (Registration No. 333-193455).
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All
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date
of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
Item
8. Exhibits.
For
a list of exhibits, see the Exhibit Index in this Registration Statement, which is incorporated into this Item by reference.
Exhibit
Number
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Description
of Exhibit
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4.1
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Certificate of Incorporation of Matinas BioPharma Holdings, Inc., filed as Exhibit 3.1 to Form S-1/A (File No. 333-193455) filed on February 7, 2014 and incorporated herein by reference.
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4.2
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Certificate of Amendment, dated October 29, 2015 to Certificate of Incorporation, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2015 and incorporated herein by reference.
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4.3
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Bylaws of Matinas BioPharma Holdings, Inc., filed as Exhibit 3.2 to Form S-1/A (File No. 333-193455) filed on February 7, 2014 and incorporated herein by reference.
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10.1
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Amended and Restated 2013 Equity Compensation Plan, filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed on March 31, 2015 and incorporated herein by reference.
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5.1
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Opinion of Lowenstein Sandler LLP
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23.1
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Consent
of EisnerAmper LLP
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23.2
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Consent
of Lowenstein Sandler LLP (filed as part of Exhibit 5.1).
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24.1
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Power of Attorney (included on the signature page).
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of Bedminster, State of New Jersey, on this 26th
day of February, 2021.
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MATINAS
BIOPHARMA HOLDINGS, INC.
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By:
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/s/
Jerome D. Jabbour
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Jerome
D. Jabbour
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Chief
Executive Officer
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POWER
OF ATTORNEY AND SIGNATURES
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoint Roelof Rongen and Jerome
Jabbour, and each of them, his attorneys-in-fact, with full power of substitution for him in any and all capacities, to sign any
amendments to this Registration Statement, including any and all pre-effective and post-effective amendments and to file such
amendments thereto, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant
to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities
and on the dates indicated.
Person
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Capacity
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Date
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/s/
Jerome D. Jabbour
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Chief
Executive Officer and Director
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February
26, 2021
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Jerome
D. Jabbour
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(Principal
Executive Officer)
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/s/
Keith A. Kucinski
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Chief
Financial Officer
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February
26, 2021
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Keith
A. Kucinski
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(Principal
Financial and Accounting Officer)
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/s/
Herbert Conrad
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Chairman
of the Board
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February
26, 2021
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Herbert
Conrad
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/s/
Eric J. Ende
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Director
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February
26, 2021
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Eric
J. Ende
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/s/
Patrick G. LePore
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Director
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February
26, 2021
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Patrick
G. LePore
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/s/
Natasha Giordano
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Director
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February
26, 2021
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Natasha
Giordano
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/s/
James S. Scibetta
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Director
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February
26, 2021
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James
S. Scibetta
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/s/
Matthew A. Wikler
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Director
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February
26, 2021
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Matthew
A. Wikler
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