Current Report Filing (8-k)
02 November 2019 - 8:01AM
Edgar (US Regulatory)
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, 2019
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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1 933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [X]
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. [X]
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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Item
5.07 Submission of Matters to a Vote of Security Holders
At
the Annual Meeting of Stockholders of the Company held on November 1, 2019, our stockholders voted on the three 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 24, 2019 (the “Proxy Statement”). 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 stockholders
to be held in 2020. The tabulation of votes with respect to the election of such directors was as follows:
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AUTHORITY
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BROKER
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FOR
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WITHELD
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NON-VOTE
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Herbert Conrad
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65,319,095
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4,724,278
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50,786,138
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Patrick LePore
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65,985,743
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4,057,630
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50,786,138
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Jerome D. Jabbour
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65,811,593
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4,231,780
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50,786,138
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Eric Ende
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65,752,247
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4,291,126
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50,786,138
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James Scibetta
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65,950,037
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4,093,336
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50,786,138
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Adam Stern
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66,011,297
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4,032,076
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50,786,138
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Matthew Wikler
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65,992,597
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4,050,776
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50,786,138
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2.
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, 2019. The tabulation of votes with respect to this proposal was
as follows:
For
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Against
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Abstain
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Broker Non-Votes
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120,123,889
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6324,918
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707,04
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—
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3. Our stockholders approved
the amendment to our Certificate of Incorporation to increase the maximum number of authorized shares of the Company’s common
stock, from 250,000,000 authorized shares to 500,000,000 authorized shares. The tabulation of votes with respect
to this proposal was as follows:
For
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Against
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Abstain
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Broker Non-Votes
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112,169,630
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8,104,943
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554,938
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—
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The
foregoing description of the amendment to our Certificate of Incorporation does not purport to be complete and is qualified in
its entirety by reference to the text of the amendment, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein
by reference.
Item
9.01. Financial Statements and Exhibits
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 1, 2019
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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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