UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2017
OR
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-38022
MATINAS BIOPHARMA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | No. 46-3011414 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1545 Route 206 South, Suite 302
Bedminster, New Jersey 07921
(Address of principal executive offices) (Zip Code)
908-443-1860
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Title of Class: | Name of Each Exchange on Which Registered: | |
Common
Stock, par value $0.0001 |
NYSE American |
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer | [ ] | Accelerated filer | [X] |
Non-accelerated filer | [ ] (Do not check if a smaller reporting company) | Smaller reporting company | [X] |
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. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant computed by reference to the price at which the common stock was last sold on June 30, 2017 was approximately $123.1 million.
As of March 2, 2018 there were 93,478,602 shares of the registrant’s common stock, $0.0001 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A hereby amends the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “Form 10-K”), which the Registrant filed with the Securities and Exchange Commission on March 16, 2018. This amendment is being filed solely to amend and replace Exhibit 23.1 to the Form 10-K, which inadvertently omitted references to certain of the Registrant’s registration statements. In addition, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are including with this Amendment No. 1 certain currently dated certifications. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. We are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment No. 1.
This Amendment does not affect any other parts of or exhibits to the Form 10-K, and those unaffected parts or exhibits are not included in this Amendment. Except as described above, no other portion of the Form 10-K for the fiscal year ended December 31, 2017 is amended hereby and the Form 10-K continues to speak as of the date of the original filing of the Form 10-K. No modification or update is otherwise being made to any other disclosure or exhibits to such Form 10-K. Accordingly, this Amendment should be read in conjunction with such Form 10-K and the Registrant’s filings made with the Securities and Exchange Commission subsequent to the date of such Form 10-K.
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PART IV
Item 15. | Exhibits And Financial Statement Schedules |
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4 |
+ | Confidential treatment has been requested for certain provisions of this Exhibit pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended. |
† | Indicates a management contract or compensation plan, contract or arrangement. |
* | Filed herewith. |
** | Previously filed. |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bedminster, State of New Jersey on May 25, 2018.
MATINAS BIOPHARMA HOLDINGS, INC. | ||
By: | /s/Jerome D. Jabbour | |
Name: | Jerome D. Jabbour | |
Title: | Chief Executive Officer | |
By: | /s/ Gary Gaglione | |
Name: | Gary Gaglione | |
Title: | Acting Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Person | Capacity | Date | ||
/s/Jerome D. Jabbour | Chief Executive Officer and Director | May 25, 2018 | ||
Jerome D. Jabbour | (Principal Executive Officer) | |||
/s/ Gary Gaglione | Acting Chief Financial Officer | May 25, 2018 | ||
Gary Gaglione | (Principal Financial and Accounting Officer) | |||
Chairman of the Board | ||||
Herbert Conrad | ||||
/s/ Matthew A. Wikler | Director | May 25, 2018 | ||
Matthew A. Wikler | ||||
/s/ James S. Scibetta | Director | May 25, 2018 | ||
James S. Scibetta | ||||
/s/ Adam K. Stern | Director | May 25, 2018 | ||
Adam K. Stern | ||||
/s/ Eric Ende | Director | May 25, 2018 | ||
Eric Ende |
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements of Matinas BioPharma Holdings, Inc. and Subsidiaries on Form S-8 (No(s). 333-198488, 333-203141, 333-210495, 333-215456 and 333-222912) and Form S-3 (No(s). 333-217106) of our reports dated March 16, 2018, on our audits of the consolidated financial statements as of December 31, 2017 and 2016 and for each of the years in the three-year period ended December 31, 2017, which reports is included in this Annual Report on Form 10-K to be filed on or about March 16, 2018.
/s/ EISNERAMPER LLP
Iselin, New Jersey
May 24, 2018
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Jerome D. Jabbour, certify that:
1. I have reviewed this annual report on Form 10-K/A (Amendment No. 1 to Annual Report on Form 10-K for the fiscal year ended December 31, 2017) of Matinas BioPharma Holdings, Inc.; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report,
Date: May 25, 2018
/s/Jerome D. Jabbour | |
Jerome D. Jabbour | |
Chief Executive Officer | |
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Gary Gaglione, certify that:
1. I have reviewed this annual report on Form 10-K/A (Amendment No. 1 to Annual Report on Form 10-K for the fiscal year ended December 31, 2017) of Matinas BioPharma Holdings, Inc.; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Date: May 25, 2018
/s/ Gary Gaglione | |
Gary Gaglione | |
Acting Chief Financial Officer | |
(Principal Financial and Accounting Officer) |