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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 1, 2023

 

 

 

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) 484-8805

 

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 Annual Meeting of Stockholders of Matinas BioPharma Holdings, Inc. (the “Company”) held on November 1, 2023, our stockholders voted on the four proposals listed below. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on September 19, 2023 (the “Proxy Statement”). Shareholders representing 127,057,908 shares, or 58.48%, of the common shares outstanding as of the September 19, 2023 record date, were represented at the Annual Meeting by proxy. The final results for the votes regarding each proposal are set forth below.

 

1. Our stockholders elected the following individuals to serve on our board of directors until the annual meeting of shareholders to be held in 2024. The tabulation of votes with respect to the election of such directors was as follows:

 

          AUTHORITY     BROKER  
    FOR     WITHELD     NON-VOTE  
Eric Ende     57,916,987       10,084,564       59,056,357  
                         
Herbert Conrad     61,039,168       6,962,383       59,056,357  
                         
Kathryn Corzo     59,797,102       8,204,449       59,056,357  
                         
Jerome D. Jabbour     56,920,491       11,081,060       59,056,357  
                         
Natasha Giordano     59,768,903       8,232,648       59,056,357  
                         
James Scibetta     59,793,221       8,208,330       59,056,357  
                         
Matthew Wikler     61,441,374       6,560,177       59,056,357  

 

2. Our stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The tabulation of votes with respect to this proposal was as follows:

 

For     Against     Abstain     Broker Non-Votes  
  53,313,081       11,991,145       2,697,325       59,056,357  

 

3. Our stockholders approved the ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The tabulation of votes with respect to this proposal was as follows:

 

For     Against     Abstain  
  121,870,088       3,059,142       2,128,678  

 

4. 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-50, 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, and simultaneously with the reverse stock split, reduce the total number of authorized shares of common stock to 250,000,000. The tabulation of votes with respect to this proposal was as follows:

 

For     Against     Abstain  
  92,952,124       31,129,101       2,976,683  

 

-2-

 

 

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: November 2, 2023 By: /s/ Jerome D. Jabbour
    Name: Jerome D. Jabbour
    Title: Chief Executive Officer

 

-3-

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Nov. 01, 2023
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Document Period End Date Nov. 01, 2023
Entity File Number 001-38022
Entity Registrant Name MATINAS BIOPHARMA HOLDINGS, INC.
Entity Central Index Key 0001582554
Entity Tax Identification Number 46-3011414
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1545 Route 206 South
Entity Address, Address Line Two Suite 302
Entity Address, City or Town Bedminster
Entity Address, State or Province NJ
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Title of 12(b) Security Common Stock
Trading Symbol MTNB
Security Exchange Name NYSEAMER
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