AND EXCHANGE COMMISSION
to Section 13 or 15(d) of
Securities Exchange Act of 1934
of Report (Date of earliest event reported): September 21, 2023
BIOPHARMA HOLDINGS, INC.
name of registrant as specified in its charter)
or other jurisdiction
Route 206 South, Suite 302
of principal executive offices)
telephone number, including area code: (908) 484-8805
name or former address, if changed since last report.)
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
registered pursuant to Section 12(b) of the Act:
of Each Class
of Each Exchange on Which Registered
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).
growth company ☐
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 3.01 Notice of Delisting or Failure to Satisfy a Continued
September 21, 2023, Matinas Biopharma Holdings, Inc. (the “Company”) received a deficiency letter (the “Letter”)
from the NYSE American LLC (the “NYSE American” or the “Exchange”) indicating that the Company is not in compliance
with the NYSE American continued listing standard set forth in Section 1003(f)(v) of the NYSE American Company Guide due to its
shares of common stock selling for a substantial period of time at a low price per share, which NYSE American determined to
be a 30 trading day average price of less than $0.20 per share. The Letter has no immediate effect on the listing or trading of the Company’s
common stock and the common stock will continue to trade on the NYSE American under the symbol “MTNB”. Additionally, the
Letter does not result in the immediate delisting of the Company’s common stock from the NYSE American.
to Section 1003(f)(v) of the NYSE American Company Guide, the NYSE American staff determined that the Company’s continued listing
is predicated on it demonstrating sustained price improvement within a reasonable period of time or effecting a reverse stock split of
its common stock no later than March 21, 2024. The Letter further stated that as a result of the foregoing,
the Company has become subject to the procedures and requirements of Sections 402(g) and 1009 of the NYSE American Company Guide, which
could, among other things, result in the initiation of delisting proceedings, unless the Company cures the deficiency in a timely manner.
The Company intends to regain compliance with the NYSE American’s continued listing standards by undertaking a measure or measures
that are for the best interests of the Company and its stockholders.
Company intends to closely monitor the price of its common stock and consider available options if its common stock does not trade at
a consistent level likely to result in the Company regaining compliance by March 21, 2024. The Company’s receipt of the Letter
does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission. The Company
is actively engaged in discussions with the Exchange and is developing plans to regain compliance with the NYSE American’s continued
listing standards within the cure period.
Item 8.01 Other Events
September 22, 2023, the Company issued a press release disclosing receipt of the Letter. A copy of the press release is attached as Exhibit
99.1 hereto and incorporated in this Item 8.01 by reference.
light of the Letter, the Company is also supplementing the risk factors previously disclosed in Item 1A of its Annual Report on Form
10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 15, 2023, to add the following
new risk factor:
are subject to the continued listing requirements of the NYSE American. If we are unable to comply with such requirements, our common
stock would be delisted from the NYSE American, which would limit investors’ ability to effect transactions in our common stock
and subject us to additional trading restrictions.
of our common stock are currently listed on the NYSE American. In order to maintain our listing, we must maintain certain share prices,
financial and share distribution targets, including maintaining a minimum amount of stockholders’ equity and a minimum number of
public stockholders. In addition to these objective standards, the NYSE American may delist the securities of any issuer if, in its opinion,
the issuer’s financial condition and/or operating results appear unsatisfactory; if it appears that the extent of public distribution
or the aggregate market value of the security has become so reduced as to make continued listing on the NYSE American inadvisable; if
the issuer sells or disposes of principal operating assets or ceases to be an operating company; if an issuer fails to comply with the
NYSE American’s listing requirements; if an issuer’s common stock sells at what the NYSE American considers a “low
selling price” (generally trading below $0.20 per share for an extended period of time); or if any other event occurs or any condition
exists which makes continued listing on the NYSE American, in its opinion, inadvisable. On September 21, 2023, we received a deficiency
letter from the NYSE American indicating that we are not in compliance with Section 1003(f)(v) of the NYSE American Company Guide, because
shares of our common stock have been selling for a low price per share for a substantial period time. If we fail to regain compliance
with the NYSE American continued listing standards by March 21, 2024, the NYSE American will commence delisting proceedings.
the NYSE American delists our shares of common stock from trading on its exchange and we are not able to list our securities on another
national securities exchange, we expect our common stock would qualify to be quoted on an over-the-counter market. If this were to occur,
we could face significant material adverse consequences, including:
limited availability of market quotations for our securities;
liquidity for our securities;
determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere
to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
limited amount of news and analyst coverage; and
decreased ability to issue additional securities or obtain additional financing in the future.
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
sale of certain securities, which are referred to as “covered securities.” Because our shares of common stock are listed
on the NYSE American, our shares of common stock qualify as covered securities under such statute. Although the states are preempted
from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion
of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a
particular case. If we were no longer listed on the NYSE American, our securities would not be covered securities and we would be subject
to regulation in each state in which we offer our securities.
Item 9.01 Financial Statements and Exhibits.
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.
BIOPHARMA HOLDINGS, INC.
September 22, 2023
Jerome D. Jabbour
| Jerome D. Jabbour
| Chief Executive Officer
BioPharma Announces Notification of NYSE American Continued Listing Deficiency
N.J. (September 22, 2023) – Matinas BioPharma (NYSE American: MTNB), a clinical-stage biopharmaceutical company focused
on redefining the intracellular delivery of small molecules and small oligonucleotides with its lipid nanocrystal (LNC) platform technology,
today announced that it has received a deficiency letter (“Letter”) from NYSE American LLC (“NYSE American” or
the “Exchange”) stating that the Company is not in compliance with the continued listing standards as set forth in Section
1003(f)(v) of the NYSE American Company Guide (“Company Guide”).
Letter stated that because the Company’s common stock had been trading for a low price per share for a substantial period of time,
the Company was not in compliance with Section 1003(f)(v) of the Company Guide. The NYSE American staff determined that the Company’s
continued listing is predicated on it demonstrating sustained price improvement within a reasonable period of time or effecting a reverse
stock split of its common stock by March 21, 2024, which could be extended under certain circumstances. The Company intends to
regain compliance with the NYSE American’s continued listing standards by undertaking a measure or measures that are for the best
interests of the Company and its stockholders.
Letter has no immediate effect on the listing or trading of the Company’s common stock and the common stock will continue to trade
on the NYSE American under the symbol “MTNB”. Additionally, the Letter does not result in the immediate delisting of the
Company’s stock from the NYSE American. The Company’s receipt of the Letter does not affect the Company’s business,
operations or reporting requirements with the Securities and Exchange Commission. The Company is actively engaged in discussions with
the Exchange and is developing plans to regain compliance with the NYSE American’s continued listing standards within the cure
BioPharma is a biopharmaceutical company focused on delivering groundbreaking therapies using its lipid nanocrystal (LNC) platform delivery
lead LNC-based therapy is MAT2203, an oral formulation of the broad-spectrum antifungal drug amphotericin B, which although highly potent,
can be associated with significant toxicity. Matinas’ LNC platform provides oral delivery of amphotericin B without the significant
nephrotoxicity otherwise associated with IV-delivered formulations. MAT2203 also allows for safe, longer-term use outside of a hospital
setting, which could have substantial favorable pharmacoeconomic impact. MAT2203 was successfully evaluated in the completed Phase 2
EnACT study in cryptococcal meningitis, meeting its primary endpoint and achieving robust survival. MAT2203 will be further evaluated
as an oral step-down monotherapy treatment following IV AMB in a single pivotal Phase 3 study in the treatment of aspergillosis in persons
with limited treatment options who are unable to be treated with azoles for reasons related to drug-drug interactions, resistance or
for whom these antifungal agents are unable to be used for other clinical reasons.
addition to MAT2203, preclinical and clinical data have demonstrated that this novel technology can potentially provide solutions to
many of the challenges standing in the way of achieving safe and effective intracellular delivery of both small molecules and larger,
more complex molecular cargos such as RNAi, antisense oligonucleotides, and vaccines. The combination of its unique mechanism of action
and flexibility with routes of administration (including oral) positions Matinas’ LNC technology to potentially become a preferred
next-generation orally available intracellular drug delivery platform. For more information, please visit www.matinasbiopharma.com.
press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934 and Private Securities Litigation Reform Act, as amended, including those relating to the
Company’s ability to regain compliance with the NYSE American’s continued listing standards, product development, clinical
and regulatory timelines, market opportunity, competitive position, intellectual property rights, possible or assumed future results
of operations, business strategies, potential growth opportunities and other statements that are predictive in nature. These forward-looking
statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate,
and management’s current beliefs and assumptions.
statements may be identified by the use of forward-looking expressions, including, but not limited to, “expect,” “anticipate,”
“intend,” “plan,” “believe,” “estimate,” “potential, “predict,” “project,”
“should,” “would” and similar expressions and the negatives of those terms. These statements relate to future
events or our financial performance and involve known and unknown risks, uncertainties, and other factors that may cause actual results,
performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the
forward-looking statements. Such factors include those set forth in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2022 as well as other documents filed by the Company from time to time thereafter with the Securities and Exchange Commission.
Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of
this press release. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new
information, future events or otherwise.
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