MTNB Matinas Biopharma Holdings Inc

 

 

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 6, 2025

 

 

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 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On January 6, 2025, Matinas BioPharma Holdings, Inc. (the “Company”) received a deficiency letter (the “Notice”) from the NYSE American LLC (“NYSE American”) stating that the Company failed to hold an annual meeting of stockholders during its fiscal year ended December 31, 2024, as required by Section 704 of the NYSE American Company Guide (the “Company Guide”). A copy of the press release that discusses this matter is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

 

The Notice has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and traded on the NYSE American during the applicable cure period, but will be assigned a “.BC” indicator by the NYSE to indicate that the Company is below compliance. The “.BC” indicator will be removed at such time as the Company is deemed compliant with the NYSE’s continued listing standards.

 

The Company intends to hold its annual meeting no later than December 31, 2025 in order to regain compliance under the Company Guide.

 

Forward- Looking Statements

 

This Current Report on Form 8-K 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 compliance with NYSE American listing standards. All statements other than statements of historical fact are statements that could be forward-looking statements.

 

These statements may be identified by the use of forward-looking expressions, including, but not limited to, “expects,” “anticipates,” “intends,” “plans,” “could,” “believes,” “estimates” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors which may cause actual results to be materially different from any future results expressed or implied by the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, the sale of MAT 2203, and the evaluation of other alternatives for the Company, including a winddown or dissolution of the Company; and the other factors listed under “Risk Factors” in our filings with the SEC, including Forms 10-K, 10-Q and 8-K. Investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Except as may be required by law, the Company does not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The Company’s product candidates are all in a development stage and are not available for sale or use.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated January 10, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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 10, 2025	By:	/s/ Jerome D. Jabbour
	Name:	Jerome D. Jabbour
	Title:	Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

Matinas BioPharma Receives NYSE Noncompliance Notice

 

BEDMINSTER, N.J. (January 10, 2025) – Matinas BioPharma Holdings, Inc. (NYSE American: MTNB) announces that on January 6, 2025, it received a NYSE American LLC notice indicating that the Company has fallen below certain NYSE American continued listing standards because it failed to hold its annual meeting of stockholders for the fiscal year ending on December 31, 2024, as set forth in Section 704 of the NYSE American Company Guide.

 

The Company intends to hold its annual meeting no later than December 31, 2025 in order to regain compliance under the NYSE American Company Guide.

 

About Matinas BioPharma

 

Matinas BioPharma is a biopharmaceutical company focused on delivering groundbreaking therapies using its lipid nanocrystal (LNC) platform delivery technology.

 

For more information, please visit www.matinasbiopharma.com.

 

Forward-looking Statements

 

This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including those relating to compliance with NYSE American listing requirements, and other statements that are predictive in nature, that depend upon or refer to future events or conditions. All statements other than statements of historical fact are statements that could be forward-looking statements. Forward-looking statements include words such as “expects,” “anticipates,” “intends,” “plans,” “could,” “believes,” “estimates” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors which may cause actual results to be materially different from any future results expressed or implied by the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, the sale of MAT 2203, and the evaluation of other alternatives for the Company, including a winddown or dissolution of the Company; and the other factors listed under “Risk Factors” in our filings with the SEC, including Forms 10-K, 10-Q and 8-K. Investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this release. Except as may be required by law, the Company does not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Matinas BioPharma’s product candidates are all in a development stage and are not available for sale or use.

 

Investor Contact

 

Jerome Jabbour

Chief Executive Officer

(908) 484-8805

operations@matinasbiopharma.com

 

# # #

 

 

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Cover	Jan. 06, 2025
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Document Period End Date	Jan. 06, 2025
Entity File Number	001-38022
Entity Registrant Name	MATINAS BIOPHARMA HOLDINGS, INC.
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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
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
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Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false

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