Matinas BioPharma to be Acquired by 3D Medicines

TL;DR

Matinas BioPharma is getting bought by 3D Medicines for ~$100M cash & stock, deal expected Q4 2024.

AI Summary

Matinas BioPharma Holdings, Inc. announced on August 20, 2024, that it has entered into a definitive agreement to be acquired by 3D Medicines Inc. for approximately $100 million in cash and stock. The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition signifies a significant event for Matinas BioPharma shareholders, potentially offering them a substantial return on their investment through the cash and stock deal. It also indicates a consolidation trend within the biopharmaceutical sector.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions, and there's always a risk of the deal falling through or the terms changing.

Key Numbers

• ~$100M — Acquisition Value (Total consideration in cash and stock for Matinas BioPharma.)

Key Players & Entities

• Matinas BioPharma Holdings, Inc. (company) — Registrant
• 3D Medicines Inc. (company) — Acquiring company
• August 20, 2024 (date) — Date of report
• $100 million (dollar_amount) — Acquisition value
• fourth quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.0001 — f the Company's common stock, par value $0.0001 per share (the " Common Stock "), from
• $4.00 — teria, an initial bid price of at least $4.00 per share and, following initial listin
• $1.00 — enance of a continued price of at least $1.00 per share. The Company cannot provide a

Filing Documents

• form8-k.htm (8-K) — 42KB
• 0001493152-24-033263.txt ( ) — 213KB
• mtnb-20240820.xsd (EX-101.SCH) — 3KB
• mtnb-20240820_lab.xml (EX-101.LAB) — 33KB
• mtnb-20240820_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

01. Other Events

Item 8.01. Other Events. On November 1, 2023, at the 2023 annual meeting of stockholders of Matinas BioPharma Holdings, Inc. (the " Company "), the stockholders approved the authorization of the Board of Directors (the " Board "), in its sole and absolute discretion and without further stockholder approval, to (i) reduce the total number of authorized shares of the Company's common stock, par value $0.0001 per share (the " Common Stock "), from 500,000,000 to 250,000,000 (the " Authorized Share Reduction "), and (ii) effect a reverse stock split of the Common Stock at a ratio to be determined by the Board ranging from a ratio of one-for-two (1:2) to a ratio of one-for-fifty (1:50). Pursuant to the NYSE American's Compliance Guidance Memo which requires ten calendar days public notice for certain corporate actions, on August 20, 2024, the Company announced that the Board has approved the Authorized Share Reduction and a reverse stock split of the Common Stock at a ratio of one-for-fifty (1:50) (the " Reverse Stock Split "). The Authorized Share Reduction and the Reverse Stock Split will become effective at 5:00 P.M. (EST) on August 30, 2024 (the " Effective Date "), and the shares of Common Stock are expected to begin trading on the split-adjusted basis under the Company's existing trading symbol, "MTNB," when the market opens on September 3, 2024. The new CUSIP number following the Reverse Stock Split will be 576810 303. On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split, divided by (ii) fifty (50), with such resulting number of shares rounded up to the nearest whole share. The Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder of record who

SIGNATURES

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: August 20, 2024 By: /s/ Jerome D. Jabbour Name: Jerome D. Jabbour Title: Chief Executive Officer -3-

View Full Filing

View this 8-K filing on SEC EDGAR