0001144204-17-012161.txt : 20170301 0001144204-17-012161.hdr.sgml : 20170301 20170301163733 ACCESSION NUMBER: 0001144204-17-012161 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170301 FILED AS OF DATE: 20170301 DATE AS OF CHANGE: 20170301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Matinas BioPharma Holdings, Inc. CENTRAL INDEX KEY: 0001582554 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 463011414 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1545 ROUTE 206 SOUTH STREET 2: SUITE 302 CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 908-443-1860 MAIL ADDRESS: STREET 1: 1545 ROUTE 206 SOUTH STREET 2: SUITE 302 CITY: BEDMINSTER STATE: NJ ZIP: 07921 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kling Douglas F CENTRAL INDEX KEY: 0001699022 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38022 FILM NUMBER: 17654717 MAIL ADDRESS: STREET 1: C/O MATINAS BIOPHARMA HOLDINGS, INC. STREET 2: 1545 ROUTE 206 SOUTH, SUITE 302 CITY: BEDMINSTER STATE: NJ ZIP: 07921 3 1 v460745_3.xml FORM 3 X0206 3 2017-03-01 0 0001582554 Matinas BioPharma Holdings, Inc. MTNB 0001699022 Kling Douglas F C/O MATINAS BIOPHARMA HOLDINGS, INC. 1545 ROUTE 206 SOUTH, SUITE 302 BEDMINSTER NJ 07921 0 1 0 0 See Remarks Common Stock, par value $0.0001 per share 80000 D Option (right to buy) 0.52 2025-03-11 Common Stock 350000 D Option (right to buy) 0.43 2026-02-14 Common Stock 200000 D Option (right to buy) 3.32 2027-02-20 Common Stock 350000 D The option award was made in accordance with the terms of the issuer's Matinas BioPharma Holdings, Inc. Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan"). The option vests in equal monthly installments over a period of 36 months commencing on March 12, 2015. The exercise price is based on the average of the closing bid and asked prices for the shares of the Common Stock on the OTC.QB on the date of grant in accordance with the terms of the 2013 Plan. The option award was made in accordance with the terms of the issuer's Matinas BioPharma Holdings, Inc. Amended and Restated 2013 Equity Incentive Plan. The option vests in equal monthly installments over a period of 36 months commencing on February 15, 2016. The exercise price is based on the average of the closing bid and asked prices for the shares of the Common Stock on the OTC.QB on the date of grant in accordance with the terms of the 2013 Plan. The option award was made in accordance with the terms of the issuer's Matinas BioPharma Holdings, Inc. Amended and Restated 2013 Equity Incentive Plan. The option vests in equal monthly installments over a period of 36 months commencing on February 21, 2017. The exercise price is based on the average of the closing bid and asked prices for the shares of the Common Stock on the OTC.QB on the date of grant in accordance with the terms of the 2013 Plan. SVP, Clinical Development and Project Management. Exhibit 24 - Power of Attorney /s/ Douglas F. Kling 2017-03-01 EX-24 2 v460745_ex24.htm EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Jerome D. Jabbour, Gary Gaglione, Michael J. Lerner and Meredith Prithviraj his true and lawful attorney-in-fact to:

execute for and on behalf of the undersigned Schedules 13D and 13G, Form ID, and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder;

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedules 13D or 13G, Form ID application for EDGAR codes, and Forms 3, 4 or 5, and the timely filing of such Forms with the United States Securities and Exchange Commission and any other authority; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, including, without limitation, the execution and filing of a Form 4 with respect to a transaction which may be reported on a Form 5, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully and to all intents and purposes as he might or could do in person, with full power of substitution and resubstitution, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13 and 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Schedules 13D and 13G and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Exchange Act and the rules thereunder with respect to the undersigned's holdings of and transactions in securities issued by Matinas BioPharma Holdings, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of March, 2017.

	/s/ Douglas F. Kling
	By: Douglas F. Kling