Matinas BioPharma Files 8-K: Material Agreement

TL;DR

Matinas BioPharma signed a big deal, filed financials. Details TBD.

AI Summary

On April 2, 2024, Matinas BioPharma Holdings, Inc. entered into a material definitive agreement. The company also disclosed information related to Regulation FD and filed financial statements and exhibits. The exact nature of the agreement and the financial details are not specified in this excerpt.

Why It Matters

This filing indicates a significant development for Matinas BioPharma, potentially involving a new partnership, acquisition, or financing, which could impact its future operations and stock value.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could be positive or negative depending on the specifics not yet disclosed.

Key Players & Entities

• Matinas BioPharma Holdings, Inc. (company) — Registrant
• April 2, 2024 (date) — Date of earliest event reported
• 001-38022 (company) — SEC File Number
• 46-3011414 (company) — IRS Employer Identification No.
• 1545 Route 206 South , Suite 302 Bedminster , New Jersey 07921 (company) — Address of principal executive offices
• (908) 484-8805 (company) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — Shares") of the Company's common stock, $0.0001 par value per share (the "Common Stock"
• $0.30 — e per Share and accompanying Warrant is $0.30. The Warrants have an exercise price
• $0.35 — The Warrants have an exercise price of $0.35 per share and will be exercisable six m
• $10 million — s to the Company of up to approximately $10 million before deducting the placement agent's
• $50,000 — s expenses in an aggregate amount up to $50,000. The Placement Agency Agreement conta

Filing Documents

• form8-k.htm (8-K) — 51KB
• ex1-1.htm (EX-1.1) — 74KB
• ex4-1.htm (EX-4.1) — 113KB
• ex5-1.htm (EX-5.1) — 14KB
• ex10-1.htm (EX-10.1) — 302KB
• ex99-1.htm (EX-99.1) — 14KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• ex5-1_002.jpg (GRAPHIC) — 13KB
• 0001493152-24-013255.txt ( ) — 876KB
• mtnb-20240402.xsd (EX-101.SCH) — 3KB
• mtnb-20240402_lab.xml (EX-101.LAB) — 33KB
• mtnb-20240402_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED 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): April 2, 2024 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 Identification No.) 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 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(s) 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 ( 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter). 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 1.01 Entry into a Material Definitive Agreement. On April 2, 2024, Matinas BioPharma Holdings, Inc. (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional investors (collectively, the "Purchasers"). The Purchase Agreement provides for the sale and issuance by the Company of an aggregate of: (i) 33,333,334 shares (the "Shares") of the Company's common stock, $0.0001 par value per share (the "Common Stock") and (ii) warrants to purchase up to 33,333,334 shares of Common Stock (the "Warrants" and together with the Shares, the "Securities"). The offering price per Share and accompanying Warrant is $0.30. The Warrants have an exercise price of $0.35 per share and will be exercisable six months from the date of issuance and expire on the five-and-a-half-year anniversary of the date of issuance. The offering is expected to result in gross proceeds to the Company of up to approximately $10 million before deducting the placement agent's fees and related offering expenses. The Company intends to use the net proceeds from the offering of securities for working capital and general corporate purposes. The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions. In the Purchase Agreement, the Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement or prospectus, or any amendment or supplement thereto for 90 days (or 60 days in the event the Company publicly announces it has entered into an agreement for certain strategic transactions) after the date of the closing date of the offering, subject to certain exceptions. In addition, the Company has agreed not to effect or enter into an agreement to effect any issuance of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock involving a Variable Rate Transaction (as defined in the Purchase Agreement) until 180 days after the closing date of the offering, subject to certain exceptions. Additionally, each of the directors and officers of the Company, pursuant to lock-up agreements, agreed not to sell or transfer any of the Company securities which they hold, subject to certain exceptions, during the 90-day period following the closing of the offering. On April 2, 2024, the Company also entered into a placement agent agreement (the "Placement Agency Agreement") with A.G.P./Alliance Global Partners (the "Placement Agent"). Pursuant to the terms of the Placement Agency Agreement, the Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities. The Company will pay the Placement Agent a cas

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View this 8-K filing on SEC EDGAR