United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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☒ | Definitive Proxy Statement | ||
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☐ | Soliciting Materials Pursuant to Rule 14a-12 |
MATINAS BIOPHARMA HOLDINGS, INC. |
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MATINAS BIOPHARMA HOLDINGS, INC.
1545 ROUTE 206 SOUTH
SUITE 302
BEDMINSTER NJ 07921
NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERS
To be held on January 26, 2021
To the Stockholders of
Matinas BioPharma Holdings, Inc.
NOTICE IS HEREBY GIVENthat a Specialthe Annual Meeting of Stockholders of Matinas BioPharma Holdings, Inc. (the “Company”) will be held via the internet on January 26, 2021,November 14, 2022, beginning at 9 a.m. local time. Due to concerns regarding COVID-19 and to assist in protecting the health and well-being of our stockholders and employees, the Special Meeting will be held via the internet. StockholdersShareholders will be able to listen, vote and ask questions regardless of location via the internet at www.virtualshareholdermeeting.com/MTNB2021MTNB2022 by using the control number included on your notice regarding the availability of proxy materials, proxy card (printed in the box and marked by the arrow) and the instructions that accompanied your proxy materials. You will not be able to attend the SpecialAnnual Meeting in person. At the SpecialAnnual Meeting, stockholders will act on the following matters:
● | To elect seven directors to serve until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified; | |
● | To approve, on an advisory basis, the compensation of the Company’s named executive officers; | |
● | To ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending December 31, 2022; and | |
● | To consider any other matters that may properly come before the Annual Meeting. |
Only stockholders of record of our common stock at the close of business on December 3, 2020September 16, 2022 are entitled to receive notice of and to vote at the SpecialAnnual Meeting or any postponement or adjournment thereof.
Your vote is important. Whether you plan to attend the meeting virtually or not, you may vote your shares online or by marking, signing, dating and mailing the enclosed proxy card in the envelope provided. If you attend the meeting virtually and prefer to vote during the meeting, you may do so even if you have already voted your shares. You may revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the meeting.
By Order of the Board of Directors | |||
/s/ Jerome D. Jabbour | |||
Jerome D. Jabbour | |||
Chief Executive Officer |
September 22, 2022
Bedminster, New Jersey
MATINAS BIOPHARMA HOLDINGS, INC.
1545 ROUTE 206 SOUTH
SUITE 302
BEDMINSTER NJ 07921
PROXY STATEMENT
This proxy statement contains information related to a Specialthe Annual Meeting of Stockholders to be held on January 26, 2021November 14, 2022 at 9 a.m. local time via the internet at www.virtualshareholdermeeting.com/MTNB2021,MTNB2022, or at such other time and place to which the SpecialAnnual Meeting may be adjourned or postponed. The enclosed proxy is solicited by the Board of Directors of Matinas BioPharma Holdings, Inc. (the “Board”). The proxy materials relating to the SpecialAnnual Meeting are being mailed to stockholders entitled to vote at the meeting on or about December 17, 2020.
Important Notice of Availability of Proxy Materials for the SpecialAnnual Meeting of Stockholders to be held on January 26, 2021.
Our proxy materials, including our Proxy Statement for the Special2022 Annual Meeting, our Annual Report for the fiscal year ended December 31, 2021 and proxy card are available on the Internet at www.proxyvote.com. Under Securities and Exchange Commission rules, we are providing access to our proxy materials both by sending you this full set of proxy materials, and by notifying you of the availability of our proxy materials on the Internet.
ABOUT THE MEETING
Why are we calling this SpecialAnnual Meeting?
We are calling the SpecialAnnual Meeting to seek the approval of our stockholders:
● | To elect seven directors to serve until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified; | |
● | To approve, on an advisory basis, the compensation of the Company’s named executive officers; | |
● | To ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending December 31, 2022; and | |
● | To consider any other matters that may properly come before the Annual Meeting. |
What are the Board’s recommendations?
Our Board believes that approvalthe election of the Reverse Stock Split Proposaldirector nominees identified herein, the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers, and the Adjournment Proposalappointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending December 31, 2022, are advisable and in ourthe best interests of the Company and that of ourits stockholders and recommends that you vote FOR these proposals.
Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?
In accordance with rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to furnish to our stockholders this Proxy Statement and our 2021 Annual Report by providing access to these documents on the Internet rather than mailing printed copies. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice”) is being mailed to our stockholders of record and beneficial owners which will direct stockholders to a website where they can access our proxy materials and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice.
Who is entitled to vote at the meeting?
Only stockholders of record of our common stock at the close of business on the record date, December 3, 2020,September 16, 2022, are entitled to receive notice of the SpecialAnnual Meeting and to vote the shares of common stock that they held on that date at the meeting, or any postponement or adjournment of the meeting. Holders of our common stock are entitled to one vote per share on each matter to be voted upon.
As of the record date, we had 199,441,758216,864,526 outstanding shares of common stock.
Who can attend the meeting?
This year’s Annual Meeting will take place virtually through the Internet, in light of the COVID-19 pandemic and related public health concerns.Internet. There will not be a physical meeting location and you will not be able to attend the SpecialAnnual Meeting in person. We have designed the format of the virtual SpecialAnnual Meeting to ensure that our stockholders who attend the Special Meeting online will be affordedhave the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the SpecialAnnual Meeting online, vote your shares online during the SpecialAnnual Meeting and submit questions online during the SpecialAnnual Meeting by visiting www.virtualshareholdermeeting.com/MTNB2021.MTNB2022. You are entitled to attend and participate in the SpecialAnnual Meeting only if you were a stockholder of record as of the close of business on December 3, 2020.September 16, 2022. To be admitted to the SpecialAnnual Meeting at www.virtualshareholdermeeting.com/MTNB2021,MTNB2022, you must enter the 16-digit control number
What constitutes a quorum?
The presence at the SpecialAnnual Meeting, virtually or by proxy, of the holders of a majority of our common stock outstanding on the record date will constitute a quorum for our meeting. Signed proxies received but not voted and broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting.
How do I vote?
You can vote on matters that come before the SpecialAnnual Meeting via the Internet, by completing, dating and signingfollowing the enclosedinstructions in the Notice at www.virtualshareholdermeeting.com/MTNB2022, or by submitting your proxy card and returning itby mail. If you would prefer to vote by mail, please follow the instructions included in the enclosed postage-paid envelope.
Your shares will be voted as you indicate on your proxy card. If you vote the enclosed proxy but you do not indicate your voting preferences, and with respect to any other matter that properly comes before the meeting, the individuals named on the proxy card will vote your shares FOR the matters submitted at the meeting, or if no recommendation is given, in their own discretion.
If you are a stockholder of record, to submit your proxy by telephone or via the Internet, follow the instructions on the Notice or proxy card. If you hold your shares in street name, you may vote by telephone or via the Internet as instructed by your broker, bank or other nominee.
If you are a stockholder of record, virtually attend the SpecialAnnual Meeting and prefer to vote online at the SpecialAnnual Meeting, you may do so even if you have already voted your shares by proxy. If you hold shares in “street name,” however, you must provide a legal proxy executed by your broker or other nominee in order to vote your shares at the SpecialAnnual Meeting.
What if I vote and then change my mind?
You may revoke your proxy at any time before it is exercised by:
● | filing with the Secretary of the Company a notice of revocation; | |
● | sending in another duly executed proxy by telephone, internet or mail bearing a later date; or | |
● | attending the meeting and casting your vote online. |
Your latest vote will be the vote that is counted.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Many of our stockholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
Stockholder of Record
If your shares are registered directly in your name with our transfer agent, VStock Transfer, LLC, you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote virtually at the SpecialAnnual Meeting.
Beneficial Owner
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker, bank or nominee which is considered, with respect to those shares, the stockholder of record. As the beneficial owner,
What vote is required to approve each proposal?
The holders of a majority of our shares of common stock outstanding on the record date must be present, virtually or by proxy, at the SpecialAnnual Meeting in order to have the required quorum for the transaction of business. Pursuant to Delaware corporate law, abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present.
Assuming that a quorum is present, the following votes will be required:
● | With respect to the election of directors (Proposal No. 1), the seven nominees receiving the highest number of FOR votes (from the holders of shares present virtually or represented by proxy) will be elected as directors. | |
● | With respect to the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal No. 2), approval will require the affirmative vote of a majority of the votes cast virtually or represented by proxy at the Annual Meeting. | |
● | With respect to the ratification of the appointment of EisnerAmper LLP as our independent registered public accounting firm (Proposal No. 3), approval will require the affirmative vote of a majority of the votes cast virtually or represented by proxy at the Annual Meeting. | |
● | With respect to the approval of any other matter that may properly come before the Annual Meeting, approval will require the affirmative vote of a majority of the votes cast virtually or represented by proxy at the Annual Meeting. |
Holders of common stock will not have any dissenters’ rights of appraisal in connection with any of the matters to be voted on at the meeting.
What are “broker non-votes”?
Broker non-votes occur when nominees, such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the beneficial holders at least ten days before the meeting. If that happens, the nominees may vote those shares only on matters deemed “routine”. Nominees cannot vote on non-routine matters unless they receive voting instructions from beneficial holders.holders, resulting in so-called “broker non-votes.” The determination of which proposals are deemed “routine” versus “non-routine” may not be made by the New York Stock Exchange until after the date on which this proxy statement has been mailed to you. As such, it is important that you provide voting instructions to your bank, broker or other nominee, if you wish to determine the voting of your shares.
How are we soliciting this proxy?
We are soliciting this proxy on behalf of our Board by mail and will pay all expenses associated therewith. We have engaged MacKenzie Partners, Inc. (“MacKenzie”) as the proxy solicitor for the SpecialAnnual Meeting for an approximate fee of $7,500$3,500 plus fees for additional services, if needed. We have also agreed to reimburse MacKenzie for its reasonable out of pocket expenses. Some of our officers and other employees also may, but without compensation other than their regular compensation, solicit proxies by further mailing or personal conversations, or by telephone, facsimile or other electronic means.
We will also, upon request, reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their reasonable out-of-pocket expenses for forwarding proxy materials to the beneficial owners of the capital stock and to obtain proxies.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
At the Annual Meeting, seven directors are to be elected. All directors of the Company will hold office until the next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified or their earlier resignation or removal. The Board has nominated the following individuals for election as directors to serve until the next annual meeting of stockholders and until their successors have questions about the proposals or if you need additional copiesbeen duly elected and qualified: Eric Ende, Jerome D. Jabbour, Herbert Conrad, Kathryn Corzo, Natasha Giordano, James Scibetta and Matthew Wikler. Each of these seven director nominees named in the proxy statement is a current member of the Board.
It is the intention of the persons named in the proxies for the holders of common stock to vote the proxies for the election of the nominees named below, unless otherwise specified in any particular proxy. Our management does not contemplate that the nominees will become unavailable for any reason, but if that should occur before the meeting, proxies will be voted for another nominee, or other nominees, to be selected by our Board of Directors. In accordance with our by-laws and Delaware law, a stockholder entitled to vote for the enclosedelection of directors may withhold authority to vote for certain nominees for directors or may withhold authority to vote for all nominees for directors. The director nominees receiving a plurality of the votes present virtually or by proxy card you should contact:at the meeting and entitled to vote on the election of directors will be elected directors. Broker non-votes will not be treated as a vote for or against any particular director nominee and will not affect the outcome of the election. Stockholders may not vote, or submit a proxy, for a greater number of nominees than the seven nominees named below.
Director Nominees
The following table sets forth the name, age, position and tenure of each of the director nominees up for election at the 2022 Annual Meeting:
Name | Age | Position(s) | Served as an Officer or Director Since | |||||||
Herbert Conrad | 89 | Chairman of the Board* | 2013 | |||||||
Jerome D. Jabbour | 48 | Chief Executive Officer and Director | 2013 | |||||||
Kathryn Corzo | 60 | Director | 2021 | |||||||
Eric Ende | 54 | Director | 2017 | |||||||
Natasha Giordano | 59 | Director | 2020 | |||||||
James Scibetta | 57 | Director | 2013 | |||||||
Matthew Wikler | 72 | Director | 2018 |
* Mr. Conrad will serve as Chairman of the Board until October 1, 2022, at which time Mr. Ende will commence service as our Chairman of the Board.
The following biographical descriptions set forth certain information with respect to the director nominees based on information furnished to the Company by each such individual.
Herbert Conrad has served as our Chairman of the Board since July 2013 and as Chairman of the Board of Matinas BioPharma, Inc. since October 2012. He also serves on the board of directors of Celldex Therapeutics, Inc. (NASDAQ: CLDX), biopharmaceutical company focused on the development and commercialization of immunotherapies and other targeted biologics, and as an Advisor to the Seaver Autism Center at Mount Sinai Hospital. Mr. Conrad was the President of the U.S. Pharmaceuticals Division of Hoffmann-La Roche, Inc. from 1982 until his retirement in 1993. Prior to that, he held many positions of increasing responsibility at Roche Pharmaceuticals in the United States. Mr. Conrad previously served on the board of directors of Arbutus Biopharma Corporation (NASDAQ: ABUS), Pharmasset, Inc. (chairman), Savient Pharmaceuticals, Inc. (NASDAQ: SVNT), Dura Pharmaceuticals, Inc., UroCor, Inc., GenVec, Inc. (NASDAQ: GNVC) (chairman), Sicor, Inc., Bone Care International, Inc. (chairman), Sapphire Therapeutics, Inc. (chairman), the medical advisory board of Henry Schein Inc. (NASDAQ: HSIC), and he was a Director and Co-Founder of Reliant Pharmaceuticals. Pharmasset was acquired by Gilead Sciences, Inc. for $11 billion in 2011 and Reliant was acquired by GlaxoSmithKline for $1.65 billion in 2007. He received BS and MS degrees from the Brooklyn College of Pharmacy and an honorary Doctorate in Humane Letters from Long Island University. We believe Mr. Conrad is qualified to serve on our board of directors due to his extensive expertise and experience in the life sciences industry and his extensive board experience.
Jerome D. Jabbour See description under “Management.”
Eric Ende, MD, MBA has served on our board of directors since April 2017. Dr. Ende will assume the position of Chairman of the Board effective October 1, 2022. Dr. Ende is president of Ende BioMedical Consulting Group, a privately-held consulting company which is focused on helping life sciences companies raise capital, identify licensing partners, and optimize corporate structure as well as analyzing both private and public investment opportunities for clients within the life sciences industry, a position he has held since 2009. In addition, Dr. Ende consulted with Icahn Enterprises in their efforts to appoint board members at Forest Labs, Genzyme, Biogen IDEC, and Amylin. Dr. Ende served on the board of directors and as a member of the Audit and Risk Management Committee of Genzyme Corp. (NASDAQ: GENZ) from 2010 until it was acquired by Sanofi (NSYE: SNY) in 2011. Through another activist campaign, Dr. Ende served on the board of directors of Progenics Pharmaceuticals, Inc., an oncology company, from 2019 until it was acquired by Lantheus Holdings, Inc. in 2020, as Chair of the Compensation Committee and a member of the Audit and Science Committees. Dr. Ende also serves on the board of directors of Avadel Pharmaceuticals plc, a biopharmaceutical company, as Chair of the Nomination & Corporate Governance Committee and a member of the Audit and Compensation Committees, and since January 2022, also serves on the board of NeuBase Therapeutics (NASDAQ: NBSE), a biotech company. Dr. Ende is currently serving on the Technology Transfer Committee of Mount Sinai Innovation Partners and served as the Chairman of the Unsecured Creditor’s Committee overseeing the bankruptcy of Egenix, Inc. From 2002 through 2008, Dr. Ende was the senior biotechnology analyst at Merrill Lynch. From 2000 through 2002, Dr. Ende was the senior biotechnology analyst at Banc of America Securities and, from 1997 to 2000, he was a biotechnology analyst at Lehman Brothers. Dr. Ende received an MBA in Finance & Accounting from NYU – Stern Business School in 1997, an MD from Mount Sinai School of Medicine in 1994, and a BS in Biology and Psychology from Emory University in 1990. We believe Dr. Ende is qualified to serve on our board of directors due to his industry experience, including as president of Ende BioMedical Consulting Group and as a biotechnology analyst, and his prior public company board experience.
Kathryn Corzo, RPh, MBA has served on our board of directors since November 2021. Ms. Corzo is currently the Chief Operating Officer of bit.bio Ltd, a privately funded company coding human cells to precision engineer the next generation of medicines, a position she has held since 2021. Prior to bit.bio, Ms. Corzo was partner at Takeda Ventures, Inc., the corporate investment arm of Takeda Pharmaceutical Company Limited, and also served as Head, Oncology Cell Therapy Development at Takeda Pharmaceutical Company Limited (TSE: 4502/NYSE: TAK), a global biopharmaceutical company, a position she held since 2020. Before Takeda, Ms. Corzo was Vice President, R&D Myeloma Program Leader at Sanofi Genzyme, a specialty care global business unit of Sanofi, from 2010 to 2019. From 1989-2010, Ms. Corzo worked at Hoffman – La Roche, Roche Molecular Systems, Eli Lilly and Syndax, during which time she held roles of increasing seniority in operations, global clinical development, medical affairs, business development, market access and brand management across multiple therapeutic products and indications. Ms. Corzo holds an MBA from Massachusetts Institute of Technology Sloan School of Management and a Bachelor of Science in Pharmacy from Massachusetts College of Pharmacy. We believe Ms. Corzo is qualified to serve on our Board of Directors due to her broad experience in the life sciences industry.
Natasha Giordano. Ms. Giordano has served as a member of our board of directors since September 2020. Ms. Giordano has been President, Chief Executive Officer and director of PLx Pharma Inc. (NASDAQ: PLXP), a late-stage specialty pharmaceuticals company, since January 2016. Previously, Ms. Giordano served as Chief Executive Officer of ClearPoint Learning, Inc., a privately held learning and training platform company, from May 2015 through November 2015. She also served on the ClearPoint board of directors from December 2009 through November 2015. Previously, Ms. Giordano served as the Chief Executive Officer of Healthcare Corporation of America (NYSE: HCA), a leading healthcare provider, from January 2014 through August 2014. From June 2009 to August 2012, Ms. Giordano served as Chief Operating Officer and then as Chief Executive Officer, President and a member of the board of directors of Xanodyne Pharmaceuticals, Inc., a privately-held a branded specialty pharmaceutical company with development and commercial capabilities focused on pain management and women’s health. Prior to that, she served as President, Americas, for Cegedim Dendrite (formerly Dendrite International Inc.), a global technology services company, from 2007 to 2008 and as Senior Vice President of the Global Customer Business Unit of Cegedim Dendrite from 2004 to 2007. Ms. Giordano holds a Bachelor of Science degree in nursing from Wagner College. We believe Ms. Giordano is qualified to serve as a director due to her extensive experience in commercialization, general management and knowledge of the pharmaceutical and health care industries.
James S. Scibetta, MBA has served as a member of our board of directors since November 2013. Mr. Scibetta is currently the Chief Executive Officer of ImmuneID, a privately held precision immunology company. Prior to ImmuneID, Mr. Scibetta was Chief Executive Officer of Maverick Therapeutics, a development stage immune-oncology company, from 2017 until 2021 when it was acquired by Takeda Pharmaceutical Company Limited. Prior to Maverick, he was President and Chief Financial Officer of Pacira Pharmaceuticals, Inc. (NASDAQ: PCRX), a specialty pharmaceutical company, a position he has held since October 2015. Prior to that, Mr. Scibetta was the Chief Financial Officer of Pacira since 2008. Prior to joining Pacira in August 2008, he served as a consultant to Genzyme Corporation following the sale of Bioenvision Inc. (NASDAQ: BIVN) to Genzyme in 2007. From 2006 to 2007 Mr. Scibetta was CFO of Bioenvision. From 2001 to 2006, he was Executive Vice President and Chief Financial Officer of Merrimack Pharmaceuticals Inc. (NASDAQ: MACK). Mr. Scibetta has previously served on the board of directors at the following life sciences companies: Nephros Inc. (NASDAQ: NEPH), Merrimack Pharmaceuticals and Labopharm Inc. Prior to his executive management experience, Mr. Scibetta spent over a decade in investment banking where he was responsible for sourcing and executing transactions for a broad base of public and private healthcare and life sciences companies. Mr. Scibetta received his Bachelor of Science in Physics from Wake Forest University and an MBA from the University of Michigan. We believe Mr. Scibetta is qualified to serve on our board of directors because of his extensive management experience in the pharmaceutical industry, his investment banking experience and his experience as a chief financial officer and audit committee member of several publicly traded companies.
Matthew A. Wikler, MD, MBA has served as a member of our board of directors since January 2018. Dr. Wikler currently serves as the Principal of Infectious Disease Technology Development Consulting (IDTD Consulting), a privately-held consulting firm, where he provides clinical, medical and regulatory strategic insight to companies developing new technologies for the treatment and prevention of infectious diseases, a position he has held since 2015. Prior to that from 2012 to 2015, Dr. Wikler served at The Medicines Company (NASDAQ: MDCO), a biopharmaceutical company, as VP, New Business Ventures and VP and Medical Director, Infectious Disease Care. Over the course of his career Dr. Wikler held senior leaderships positions for a number of pharmaceutical companies, including as Chief Development Officer of Rib-X Pharmaceuticals, Inc., a privately-held biopharmaceutical company developing new antibiotics to provide expanded coverage, safety and convenience for the treatment of serious and life-threatening infections, President and Chief Executive Officer of IASO Pharma Inc., a privately-held clinical stage biotechnology company focused on the development of antibacterial and antifungal therapeutics, the Institute for One World Health, a 501(c)(3) nonprofit drug development organization, Mpex Pharmaceuticals, Inc., a privately-held company focused on developing and manufacturing therapies for antibiotic resistance with focus on gram-negative organisms, Peninsula Pharmaceuticals, Inc., a privately held biopharmaceutical company focused on developing and commercializing antibiotics to treat life-threatening infections (acquired by Johnson & Johnson (NYSE: JNJ)), ViroPharma Incorporated (NASDAQ: VPHM), Bristol-Myers Squibb Company (NYSE:BMY), and Ortho-McNeil Pharmaceutical (a division of Johnson & Johnson). Dr. Wikler began his career at Smith Kline & French/Smith Kline Beecham where he held positions of increasing responsibilities over ten years. Dr. Wikler held a variety of positions at the FDA, including the Deputy Director of the Division of Anti-Infective Drug Products. Dr. Wikler earned a BA in Chemistry from Franklin and Marshall College, an MD degree from Temple University School of Medicine, and his MBA from the University of Pennsylvania Wharton School of Business. He completed his Infectious Diseases Fellowship at the Hospital of the University of Pennsylvania and is a Fellow of the Infectious Diseases Society of America. We believe Dr. Wikler is qualified to serve on our board of directors because of his extensive management experience in the pharmaceutical industry and his clinical, drug development and regulatory experience.
There are no family relationships among any of our directors or executive officers.
Vote Required
Directors will be elected by a plurality of the votes cast virtually or by proxy at the annual meeting. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will have no effect on the vote for election of directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF THE DIRECTOR NOMINEES.
Corporate Governance Matters
Board of Director Composition
Our board of directors currently consists of seven members. We have no formal policy regarding board diversity. Our priority in selection of board members is identification of members who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business and understanding of the competitive landscape.
Board of Director Meetings
Our Board met four times in 2021. Each of the directors attended at least 75% of the aggregate of (i) the total number of meetings of our Board (held during the period for which such directors served on the Board) and (ii) the total number of meetings of all committees of our Board on which the director served (during the periods for which the director served on such committee or committees). The Company does not have a formal policy requiring members of the Board to attend our annual meetings. Jerome D. Jabbour, Herbert Conrad, Natasha Giordano, James Scibetta and Matthew Wikler attended the 2021 Annual Meeting of Stockholders.
Director Independence
Our common stock is listed on the NYSE American. Our board of directors undertook a review of its composition, the composition of its committees and the independence of each director. Based on information requested from and provided by each of our directors, our board of directors has determined that Messrs. Herbert Conrad, Eric Ende, James Scibetta, Matthew Wikler and Mss. Natasha Giordano and Kathryn Corzo are “independent directors” as such term is defined in the rules of the NYSE’s corporate governance requirements and Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended.
There are no family relationships among any of our directors or executive officers.
Board Committees
Our board of directors has three standing committees — an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.
Audit Committee. The Audit Committee oversees and monitors our financial reporting process and internal control system, reviews and evaluates the audit performed by our registered independent public accountants and reports to the Board any substantive issues found during the audit. The Audit Committee is directly responsible for the appointment, compensation and oversight of the work of our registered independent public accountants. The Audit Committee reviews and approves all transactions with affiliated parties. James Scibetta, Herbert Conrad, Eric Ende and Natasha Giordano currently serve as members of the Audit Committee, with Mr. Scibetta, serving as its chair. Effective October 1, 2022, James Scibetta, Herbert Conrad and Natasha Giordano will serve as members of the Audit Committee, with Mr. Scibetta, serving as its chair. All members of the Audit Committee have been determined to be financially literate and are considered independent directors as defined under the applicable NYSE listing standards and SEC rules and regulations. Mr. Scibetta qualifies as an audit committee “financial expert” as that term is defined by SEC rules and regulations. The Audit Committee met four times during 2021. Our Board has adopted an Audit Committee Charter, which is available for viewing at www.matinasbiopharma.com.
Compensation Committee. The Compensation Committee provides advice and makes recommendations to the Board in the areas of employee salaries, benefit programs and director compensation. The Compensation Committee also reviews the compensation of our executive officers, including our chief executive officer, and makes recommendations in that regard to the Board as a whole. Eric Ende, Kathryn Corzo, James Scibetta and Matthew Wikler currently serve on the Compensation Committee, with Mr. Ende serving as its chair. Effective October 1, 2022, James Scibetta, Catherine Corzo and Matthew Wikler will serve as members of the Compensation Committee, with Mr. Scibetta serving as its chair. All members of the Compensation Committee are considered independent directors as defined under the applicable NYSE listing standards. The Compensation Committee met four times during 2021. Our Board has adopted a Compensation Committee Charter, which is available for viewing at www.matinasbiopharma.com.
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee nominates individuals to be elected to the full Board by our stockholders. The Nominating and Corporate Governance Committee considers recommendations from stockholders if submitted in a timely manner in accordance with the procedures set forth in our Bylaws and applies the same criteria to all persons being considered. Herbert Conrad, Eric Ende and James Scibetta currently serve as members of the Nominating and Corporate Governance Committee, with Mr. Conrad serving as its chair. Effective October 1, 2022, Herbert Conrad, Kathryn Corzo, Eric Ende and Natasha Giordano will serve as members of the Nominating and Corporate Governance Committee, with Natasha Giordano serving as its chair. All members of the Nominating and Corporate Governance Committee are considered independent directors as defined under the applicable NYSE listing standards. The Nominating and Corporate Governance Committee met four during 2021. Our Board has adopted a Nominating and Corporate Governance Charter, which is available for viewing at www.matinasbiopharma.com.
Stockholder nominations for directorships
Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting their names and background to the Secretary of the Company at the address set forth below under “Stockholder Communications.” All such recommendations will be forwarded to the Nominating and Corporate Governance Committee, which will review and only consider such recommendations if appropriate biographical and other information is provided, as described below, on a timely basis. All security holder recommendations for director candidates must be received by the Company in the timeframe(s) set forth under the heading “Stockholder Proposals” below.
● | the name and address of record of the security holder; | |
● | a representation that the security holder is a record holder of the Company’s securities, or if the security holder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934; | |
● | the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five (5) full fiscal years of the proposed director candidate; | |
● | a description of the qualifications and background of the proposed director candidate and a representation that the proposed director candidate meets applicable independence requirements; | |
● | a description of any arrangements or understandings between the security holder and the proposed director candidate; and | |
● | the consent of the proposed director candidate to be named in the proxy statement relating to the Company’s annual meeting of stockholders and to serve as a director if elected at such annual meeting. |
Assuming that appropriate information is provided for candidates recommended by stockholders, the Nominating and Corporate Governance Committee will evaluate those candidates by following substantially the same process, and applying substantially the same criteria, as for candidates submitted by members of the Board or other persons, as described above and as set forth in its written charter.
Board Leadership Structure and Role in Risk Oversight
The positions of our chairman of the board and chief executive officer are separated. Separating these positions allows our chief executive officer to focus on our day-to-day business, while allowing the chairman of the board to lead the board of directors in its fundamental role of providing advice to and independent oversight of management. Our board of directors recognizes the time, effort and energy that the chief executive officer must devote to his position in the current business environment, as well as the commitment required to serve as our chairman, particularly as the board of directors’ oversight responsibilities continue to grow. Our board of directors also believes that this structure ensures a greater role for the independent directors in the oversight of our company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our board of directors. Our board of directors believes its administration of its risk oversight function has not affected its leadership structure.
Although our bylaws do not require our chairman and chief executive officer positions to be separate, our board of directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.
Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. Our board of directors is actively involved in oversight of risks that could affect us. This oversight is conducted primarily by our full board of directors, which has responsibility for general oversight of risks, and our standing board committees.
Our board of directors satisfies this responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our company. Our board of directors believes that full and open communication between management and the board of directors is essential for effective risk management and oversight.
Stockholder Communications
The Board has unanimously approved,will give appropriate attention to written communications that are submitted by stockholders and recommendedother interested parties, and will respond if and as appropriate. Absent unusual circumstances or as contemplated by committee charters, and subject to advice from legal counsel, the Secretary of the Company is primarily responsible for monitoring communications from stockholders and for providing copies or summaries of such communications to the Board as he considers appropriate.
Communications from stockholders and other interested parties will be forwarded to all directors if they relate to important substantive matters or if they include suggestions or comments that the Secretary considers to be important for the Board to know. Communication relating to corporate governance and corporate strategy are more likely to be forwarded to the Board than communications regarding personal grievances, ordinary business matters, and matters as to which the Company tends to receive repetitive or duplicative communications.
Stockholders and other interested parties who wish to send communications to the Board should address such communications to: The Board of Directors, Matinas BioPharma Holdings, Inc., 1545 Route 206 South, Suite 302, Bedminster, NJ 07921, Attn.: Secretary.
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial and accounting officer, or persons performing similar functions. A copy of the code is posted on the corporate governance section of our website, which is located at www.matinasbiopharma.com. If we make any substantive amendments to, or grant waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website.
PROPOSAL NO. 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
We are asking our stockholders to provide an advisory vote to approve the compensation of our named executive officers, including compensation tables and narrative disclosures as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers.
Please see the compensation tables and the narrative disclosures that accompany the compensation tables for greater detail about our executive compensation programs, including information about the fiscal year 2021 and 2020 compensation of our named executive officers.
We believe that our overall compensation program and philosophy support and help drive the Company’s long-term value creation, business strategy and operating performance objectives. We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement by voting “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”
While this say-on-pay vote is advisory and does not bind the Company to any particular action, the Board and the Compensation Committee value your opinion. Accordingly, the Board and the Compensation Committee will consider the outcome of this vote when making future compensation decisions for the Company’s named executive officers.
Vote Required
The affirmative vote of a majority of the total votes cast virtually or by proxy is required to approve an amendment tothis proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE APPROVAL
OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.
Executive Officers
The following table sets forth certain information regarding our Certificate of Incorporation in substantially the form attached hereto as Annex A (the “Reverse Split Amendment”), to effect a reverse stock split at a ratio in the range of 1-for-2 to 1-for-15, to be determinedcurrent executive officers:
Name | Age | Position(s) | Served as an Officer Since | |||||||
Jerome D. Jabbour | 48 | Chief Executive Officer and Director | 2013 | |||||||
James J. Ferguson | 69 | Chief Medical Officer | 2019 | |||||||
Thomas J. Hoover | 53 | Chief Business Officer | 2021 | |||||||
Keith A. Kucinski | 52 | Chief Financial Officer | 2019 | |||||||
Hui Liu | 54 | Chief Technology Officer | 2020 | |||||||
Raphael J. Mannino | 75 | Chief Scientific Officer | 2015 | |||||||
Theresa Matkovits | 55 | Chief Development Officer | 2018 |
Our executive officers are elected by, and serve at the discretion of, our board of directors. The business experience for the Board, wherebypast five years, and in some instances, for prior years, of each outstanding 2 to 15 shares would be combined, converted and changed into 1 share of our common stock. This proposalexecutive officers is referredas follows:
Management
Jerome D. Jabbour, JD was appointed Chief Executive Officer in March 2018. He has served as our President since March 2016. Prior to that he served as our Executive Vice President, Chief Business Officer, General Counsel and Secretary since October 2013 and as one of our directors from April 2012 until November 2013. Mr. Jabbour is also aCo-founder of Matinas BioPharma. Prior to joining our management team, he was the Executive Vice President and General Counsel of MediMedia USA, or MediMedia, from2012 to October 2013, a privately held diversified health care services company. Prior to MediMedia, he was the Senior Vice President, Head of Global Legal Affairs of Wockhardt Limited (2008-2012), a global pharmaceutical and biotechnology company, and Senior Counsel and Assistant Secretary at Reliant (2004-2008). Earlier in this Proxy Statementhis career, he held positions as Commercial Counsel at Alpharma, Inc. (2003-2004) and as a Corporate Associate at Lowenstein Sandler LLP (1999-2003). Mr. Jabbour earned his JD from Seton Hall University School of Law in New Jersey and a BA in Psychology from Loyola University in Baltimore.
James J. Ferguson, MD was appointed Chief Medical Officer in February 2019. Prior to joining the Company he served as the “Reverse Stock Split Proposal.” If the stockholders approve the Reverse Split Amendment, the Board will have discretionCardiovascular and Bone Therapeutic Area Head for U.S. Medical Affairs, at Amgen (NASDAQ: AMGN), multinational biopharmaceutical company, from 2016 to determine, as it deems2019. Prior to be in the best interest of our stockholders, the specific ratio to be used within the range described above and the timing of the reverse stock split, which must occur any time prior to the first anniversary of its approval by the stockholders.
Thomas J. Hoover, MBA has served as Chief Business Officer since December 2021. Prior to joining the Company, Mr. Hoover was the Chief Business Officer at Millendo Therapeutics, (now Tempest Therapeutics, Inc.) a clinical stage biotech, from 2016 to 2021. Prior to joining Millendo, Mr. Hoover was Vice President of New Product Planning and Corporate Development and Licensing at Sunovion Pharmaceuticals Inc., a global biopharmaceutical company. Mr. Hoover started his pharmaceutical career at GSK in 2001 working in the Global Commercial Strategy group. Earlier in his career, Mr. Hoover worked for The Boston Consulting Group. Mr. Hoover holds a M.B.A. from the University of North Carolina and a B.A. from Harvard College.
Keith A. Kucinski, MBA, CPA was appointed Chief Financial Officer in January 2019. He most recently served as Chief Financial Officer at RemedyOne, a privately held healthcare consulting organization, during 2018. Prior to that, he served as Vice President & Treasurer at Par Pharmaceutical Companies, Inc., an operating company of Endo International plc, a leading generics and specialty-branded pharmaceutical company, from 2009 to 2015. In addition, Mr. Kucinski held various roles at Barr Pharmaceuticals, Inc., including Senior Director, Finance & Corporate Development and Assistant Treasurer & Senior Director, Finance. Mr. Kucinski is a Certified Public Accountant. He received his Bachelor of Business Administration in Accounting from the University of Notre Dame and an M.B.A. in Finance & Management from the Leonard N. Stern School of Business at New York University.
Hui Liu, PhD, MBA has serves as Chief Technology Officer since December 2020. Prior to joining the Company, Dr. Liu was Director of Formulation and Delivery at Seqirus USA Inc., a privately held global leader in influenza and pandemic response, from 2017 to 2020. Prior to joining Seqirus, Dr. Liu was Director of CMC at Cellics Therapeutics, Inc., a privately held development stage biopharmaceutical company, in 2017, and Senior Technical Lead at Alcon Inc. (SIX/NYSE: ALC), a global leader in eye care, from 2015 to 2017. Earlier in his career, Dr. Liu held positions at Cellics Therapeutics, Inc., a privately held biotech company, and Allergan. Dr. Liu holds a Ph.D. in polymer chemistry from the University of Michigan, an M.B.A. from the University of Massachusetts, Amherst, and a B.S. from The University of Science and Technology of China.
Raphael J. Mannino, PhD has served as our common stock.
Theresa Matkovits, PhD has served as Chief Development officer since October 2018. She joined the Company after having most recently served as the Chief Operating Officer of ContraVir Pharmaceuticals (NASDAQ: CTRV) (now Hepion Pharmaceuticals), a clinical stage biopharmaceutical company, from 2015 to 2018. From 2013 to 2015, Dr. Matkovits served as Global Program Leader at NPS Pharmaceuticals, a specialty pharmaceutical company that was purchased by Shire in 2015. Prior to her time at NPS, Dr. Matkovits was Vice President, Innovation Leader at The reverse stock split is not being proposedMedicines Company. Earlier in response to any effort of which we are aware to accumulate shares of our common stock or obtain control of us, nor is it a plan by management to recommend a series of similar actions to our Board or our stockholders.
EXECUTIVE COMPENSATION
Summary Compensation Table – 2021
The following table presents information regarding the total compensation awarded to, earned by, or paid to our chief executive officer and the two most highly-compensated executive officers who were serving as executive officers as of December 31, 2021 for services rendered in all capacities to us for the years ended December 31, 2021 and December 31, 2020. These individuals are reluctantour named executive officers for 2021.
Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) (1) | All Other Compensation ($) | Total ($) | ||||||||||||||||||
Jerome D. Jabbour | 2021 | 545,000 | 250,000 | 2,898,314 | - | 3,693,314 | ||||||||||||||||||
Chief Executive Officer | 2020 | 500,000 | 250,000 | 2,180,085 | - | 2,930,085 | ||||||||||||||||||
James J. Ferguson | 2021 | 422,300 | 164,000 | 1,035,637 | 1,621,937 | |||||||||||||||||||
Chief Medical Officer | 2020 | 410,000 | 150,000 | 1,090,043 | - | 1,650,043 | ||||||||||||||||||
Theresa Matkovits | 2021 | 378,525 | 147,000 | 812,636 | - | 1,338,161 | ||||||||||||||||||
Chief Development Officer | 2020 | 367,500 | 122,500 | 763,030 | - | 1,253,030 |
(1) Amounts reflect the grant date fair value of option awards granted in 2021 and 2020 in accordance with Accounting Standards Codification Topic 718. These amounts do not correspond to invest in lower-priced securitiesthe actual value that will be recognized by the named executive officers.
Narrative Disclosure to Summary Compensation Table
Employment Agreements with Our Named Executive Officers
Jerome Jabbour
On March 22, 2018, we entered into an employment agreement with Mr. Jabbour. Under the terms of Mr. Jabbour’s employment agreement, Mr. Jabbour received a signing bonus of $84,000 and that brokerage firms may be reluctanta base salary of $350,000 per year. In addition, Mr. Jabbour is eligible to recommend lower-priced securities to their clients,receive an annual bonus, which is targeted at 50% of his base salary but which may be dueadjusted by our Compensation Committee based on his individual performance and our performance as a whole. Mr. Jabbour is also eligible to receive option grants at the discretion of our Compensation Committee. Mr. Jabbour received an option grant to purchase 1,000,000 shares on March 22, 2018 and is also eligible to receive additional option grants and equity grants at the discretion of our Compensation Committee. If we terminate Mr. Jabbour’s employment without cause or Mr. Jabbour resigns with good reason (absent a change of control), we are required to pay him severance of up to twelve months of his base salary plus COBRA benefits for twelve months. In addition, the vesting of 50% of his outstanding options will be accelerated in partfull upon such termination and Mr. Jabbour will be provided with an extension through two years after the separation date of the exercise period for his vested stock options. If we terminate Mr. Jabbour’s employment without cause during the 24-month period immediately following a change of control or Mr. Jabbour resigns with good reason during the 24-month period immediately following a change of control, we are required to pay him severance of up to 24 months of his base salary and his target annual bonus plus 18 months of COBRA benefits. In addition, his outstanding options will be vested in full and Mr. Jabbour will be provided with an extension through two years after the separation date of the exercise period for his vested stock options. Mr. Jabbour is also subject to a perception that lower-priced securities are less promising as investments, are less liquid in the event that an investor wishescustomary non-disclosure agreement, pursuant to sell its shares, or are less likelywhich Mr. Jabbour has agreed to be followed by institutional securities research firmssubject to a non-compete during the term of his employment and therefore more likely to have less third-party analysisfor a period of eighteen months following termination of his employment.
James Ferguson
On February 22, 2019, we entered into an employment agreement with Mr. Ferguson. Under the company available to investors. We believe that the reduction in the numberterms of issued and outstanding sharesMr. Ferguson’s employment agreement, Mr. Ferguson receives a base salary of our common stock caused by the reverse stock split, together with the anticipated increased stock price immediately following and resulting from the reverse stock split, may encourage broader interest and trading in our common stock and thus possibly promote greater liquidity for our stockholders, thereby resulting in a broader market for our common stock than that which currently exists.
Theresa Matkovits
On September 25, 2018, we entered into an employment agreement with Ms. Matkovits. Under the terms of Ms. Matkovits’ employment agreement, Ms. Matkovits receives a proportionately smaller numberbase salary of shares. After$350,000 per year. In addition, Ms. Matkovits is eligible to receive an annual bonus, which is targeted at 35% of her base salary but which may be adjusted by our Compensation Committee based on her individual performance and our performance as a whole. Ms. Matkovits is also eligible to receive option grants at the effective datediscretion of our Compensation Committee. If we terminate Ms. Matkovits’ employment without cause or Ms. Matkovits resigns with good reason, we are required to pay her severance of up to twelve months of his base salary plus benefits. In addition, the vesting of 50% of her outstanding options will be accelerated in full upon such termination. Ms. Matkovits is also subject to a customary non-disclosure agreement, pursuant to which Ms. Matkovits has agreed to be subject to a non-compete during the term of her employment and for a period of eighteen months following termination of his employment.
Outstanding Equity Awards at Fiscal Year-End Table – 2021
The following table summarizes, for each of the proposed reverse stock split, each stockholder will own a reduced number of shares of common stock. For example, if the Board decides to implement the 1-for-4 reverse stock split, then a stockholder holding 10,000 shares of our common stock before the reverse stock split would instead hold 2,500 shares of our common stock immediately after the reverse stock split. However, the proposed reverse stock split will affect all stockholders uniformly and will not affect any stockholder’s percentage ownership interest in our company (except to the extent that the reverse stock split would result in any stockholders receiving cash in lieu of fractional shares) or proportionate voting power as described below. All shares of common stock will also remain validly issued, fully paid and non-assessable.
Option Awards | ||||||||||||||
Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | ||||||||||
Jerome D. Jabbour | - | 1,658,100 | $ | 0.92 | Dec 13, 2031 | |||||||||
- | 1,600,000 | $ | 1.36 | Dec 31, 2030 | ||||||||||
479,167 | 520,833 | $ | 2.27 | Dec 31, 2029 | ||||||||||
531,250 | 218,750 | $ | 1.08 | Feb 10, 2029 | ||||||||||
937,500 | 62,500 | $ | 0.98 | Mar 21, 2028 | ||||||||||
400,000 | - | $ | 3.32 | Feb 20, 2027 | ||||||||||
350,000 | - | $ | 0.43 | Feb 4, 2026 | ||||||||||
175,000 | - | $ | 0.41 | Jan 27, 2025 | ||||||||||
350,000 | - | $ | 1.28 | July 20, 2024 | ||||||||||
350,000 | - | $ | 0.94 | Oct 3, 2023 | ||||||||||
James J. Ferguson | - | 587,600 | $ | 0.92 | Dec 13, 2031 | |||||||||
- | 575,000 | $ | 1.36 | Dec 31, 2030 | ||||||||||
239,584 | 260,416 | $ | 2.27 | Dec 31, 2029 | ||||||||||
247,917 | 102,083 | $ | 1.09 | Feb 24, 2029 | ||||||||||
Theresa Matkovits | - | 500,000 | $ | 0.92 | Dec 13, 2031 | |||||||||
- | 425,000 | $ | 1.36 | Dec 31, 2030 | ||||||||||
167,709 | 182,291 | $ | 2.27 | Dec 31, 2029 | ||||||||||
247,917 | 102,083 | $ | 1.08 | Feb 10, 2029 | ||||||||||
277,084 | 72,916 | $ | 0.79 | Oct 14, 2028 |
General
On August 2, 2013, our Amended and RestatedBoard of Directors adopted the 2013 Equity Compensation Plan.Plan pursuant to the terms described herein. The per share exercise price2013 Equity Compensation Plan was approved by the stockholders on August 7, 2013. Effective May 8, 2014, upon the approval of all outstanding option awards will be increased proportionatelyour Board of Directors and our stockholders, we amended and restated our 2013 Equity Compensation Plan, primarily to include “evergreen” provisions, which provides that the number of shares of common stock issuable uponavailable for issuance under the exercise of all outstanding option awards will be reduced proportionately. These adjustments will result in approximately the same aggregate exercise price being required to be paid for all outstanding option awards upon exercise, although the aggregate number of shares issuable upon exercise of such option awards will be reduced proportionately following the reverse stock split. The number of shares of outstanding restricted stockPlan is subject to outstanding awards will be reduced proportionately.
The general purpose of the 2013 Plan is to provide an incentive to our employees, directors, consultants and advisors by enabling them to share in the future growth of our Series B Preferred Stock. business. Our Board of Directors believes that the granting of stock options, restricted stock awards, unrestricted stock awards and similar kinds of equity-based compensation promotes continuity of management and increases incentive and personal interest in the welfare of our Company by those who are primarily responsible for shaping and carrying out our long range plans and securing our growth and financial success.
Our Board of Directors believes that the 2013 Plan will advance our interests by enhancing our ability to (a) attract and retain employees, consultants, directors and advisors who are in a position to make significant contributions to our success; (b) reward our employees, consultants, directors and advisors for these contributions; and (c) encourage employees, consultants, directors and advisors to take into account our long-term interests through ownership of our shares.
Description of the 2013 Equity Compensation Plan
The conversion pricefollowing description of the principal terms of the 2013 Plan is a summary and is qualified in its entirety by the full text of the 2013 Plan.
Administration. The 2013 Plan will be administered by the Compensation Committee of our Board of Directors, provided that the entire Board of Directors may act in lieu of the Compensation Committee on any matter, subject to certain requirements set forth in the 2013 Plan. The Compensation Committee may grant options to purchase shares of our common stock, stock appreciation rights, stock units, restricted shares of our common stock, performance shares, performance units, incentive bonus awards, other cash-based awards and other stock-based awards. The Compensation Committee also has broad authority to determine the terms and conditions of each option or other kind of award, and adopt, amend and rescind rules and regulations for the administration of the 2013 Plan. Subject to applicable law, the Compensation Committee may authorize one or more reporting persons (as defined in the 2013 Plan) or other officers to make awards (other than awards to reporting persons, or other officers whom the Compensation Committee has specifically authorized to make awards). No awards may be granted under the 2013 Plan on or after the ten year anniversary of the adoption of the 2013 Plan by our Board of Directors, but awards granted prior to such tenth anniversary may extend beyond that date.
Eligibility. Awards may be granted under the 2013 Plan to any person who is an employee, officer, director, consultant, advisor or other individual service provider of the Company or any subsidiary, or any person who is determined by the Compensation Committee to be a prospective employee, officer, director, consultant, advisor or other individual service provider of the Company or any subsidiary. During 2021, approximately 34 officers and employees, 6 directors, and 50 consultants and advisors were eligible to participate in the 2013 Plan.
Shares Subject to the Series B Preferred Stock will be increased proportionately, which will reduce2013 Plan. As of September 22, 2022, the aggregate number of shares of common stock issuable upon any such conversionavailable for issuance in connection with awards granted under the 2013 Plan is 45,603,238 shares, subject to customary adjustments for stock splits, stock dividends or redemption proportionatelysimilar transactions (the “Initial Limit”). Incentive Stock Options may be granted under the 2013 Plan with respect to all of those shares. The number of shares of common stock available for issuance under the reduction2013 Plan will automatically increase on January 1st of each year for a period of ten years, commencing on January 1, 2015, in an amount equal to four percent (4%) of the total number of shares of common stock outstanding common stock.
To the extent that any award under the reverse stock split reduces the number of outstanding shares of our common stock. Accordingly, the reverse stock split would provide us with additional authorized, unissued and otherwise unreserved shares available for future corporate purposes, including future acquisitions, investment opportunities, the establishment of collaboration or other strategic agreements, capital raising transactions involving equity or convertible debt securities, future at the market offerings of common stock, or issuance under current or future employee equity plans. The issuance of equity securities2013 Plan payable in connection with such transactions may result in potentially significant dilution of our current stockholders’ ownership interests in us.
| | Pre-Reverse Split | | | 1-for-2 | | | 1-for-5 | | | 1-for-10 | | | 1-for-15 | |
Number of authorized shares of Common Stock | | | 500,000,000 | | | 500,000,000 | | | 500,000,000 | | | 500,000,000 | | | 500,000,000 |
Number of outstanding shares of common stock | | | 199,641,758 | | | 99,820,879 | | | 39,928,352 | | | 19,964,176 | | | 13,309,451 |
Number of shares of common stock issuable upon exercise of outstanding stock options | | | 23,022,938 | | | 11,511,469 | | | 4,604,588 | | | 2,302,294 | | | 1,534,863 |
Number of shares of Common Stock issuable upon exercise of outstanding warrants | | | 1,327,810 | | | 663,905 | | | 265,562 | | | 132,781 | | | 88,521 |
Number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock | | | 8,732,000 | | | 4,366,000 | | | 1,746,400 | | | 873,200 | | | 582,133 |
Number of shares of Common Stock reserved for issuance in connection with future awards under the Company’s Amended and Restated 2013 Equity Compensation Plan | | | 3,009,734 | | | 1,504,867 | | | 601,947 | | | 300,973 | | | 200,649 |
Number of shares of Common Stock authorized, but unissued and unreserved | | | 264,265,760 | | | 382,132,880 | | | 452,853,151 | | | 476,426,576 | | | 484,284,384 |
Terms and Conditions of any fractional share interest, payment will be made as described above under “Treatment of Fractional Shares.” No new stock certificates or payments in lieu of fractional shares will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the transfer agent.
If on the date of grant the common stock is listed on a stock exchange or national market system, the fair market value shall generally be the closing sale price as of such date, or if there were no trades recorded on such date, then the most recent date preceding such date on which trades were recorded. If on the date of grant the common stock is traded in an over-the-counter market, the fair market will remain unchanged at $0.0001 per sharegenerally be the average of the closing bid and asked prices for the shares of common stock as of such date, or, if there are no closing bid and asked prices for the shares of common stock on such date, then the average of the bid and asked prices for the shares of common stock on the most recent date preceding such date on which such closing bid and asked prices are available. If the common stock is not listed on a national securities exchange or national market system or traded in an over-the-counter market, the fair market value shall be determined by the Compensation Committee in a manner consistent with Section 409A of the Internal Revenue Code of 1986, as amended. Notwithstanding the foregoing, if on the date of grant the common stock is listed on a stock exchange or is quoted on a national market system, or is traded in an over-the-counter market, then solely for purposes of determining the exercise price of any grant of a stock option or the base price of any grant of a stock appreciation right, the Compensation Committee may, in its discretion, base fair market value on the last sale before or the first sale after the reverse stock split. As a result, our stated capital, which consistsgrant, the closing price on the trading day before or the trading day of the par value per sharegrant, the arithmetic mean of ourthe high and low prices on the trading day before or the trading day of the grant, or any other reasonable method using actual transactions of the common stock multipliedas reported by the aggregate numberexchange or market on which the common stock is traded. In addition, the determination of fair market value also may be made using any other method permitted under Treasury Regulation section 1.409A-1(b)(5)(iv).
No option may be exercisable for more than ten years from the date of grant (five years in the case of an incentive stock option granted to a ten-percent stockholder). Options granted under the 2013 Plan will be exercisable at such time or times as the Compensation Committee prescribes at the time of grant. No employee may receive incentive stock options that first become exercisable in any calendar year in an amount exceeding $100,000. The Compensation Committee may, in its discretion, permit a holder of a nonqualified stock option to exercise the option before it has otherwise become exercisable, in which case the shares of our common stock issued to the recipient will continue to be subject to the vesting requirements that applied to the option before exercise.
Generally, the option price may be paid in cash or by bank check, or such other means as the Compensation Committee may accept. As set forth in an award agreement or otherwise determined by the Compensation Committee, in its sole discretion, at or after grant, payment in full or part of the exercise price of an option may be made (a) in the form of shares of common stock that have been held by the participant for such period as the Compensation Committee may deem appropriate for accounting purposes or otherwise, valued at the fair market value of such shares on the date of exercise; (ii) by surrendering to the Company shares of common stock otherwise receivable on exercise of the option; (iii) by a cashless exercise program implemented by the Compensation Committee in connection with the 2013 Plan; and/or (iv) by such other method as may be approved by the Compensation Committee and outstanding,set forth in an award agreement.
No option may be transferred other than by will or by the laws of descent and distribution, and during a recipient’s lifetime an option may be exercised only by the recipient or the recipient’s guardian or legal representative. However, the Compensation Committee may permit the transfer of a nonqualified stock option, share-settled stock appreciation right, restricted stock award, performance share or share-settled other stock-based award either (a) by instrument to the participant’s immediate family (as defined in the 2013 Plan), (b) by instrument to an inter vivos or testamentary trust (or other entity) in which the award is to be passed to the participant’s designated beneficiaries, or (c) by gift to charitable institutions. The Compensation Committee will determine the extent to which a holder of a stock option may exercise the option following termination of service.
Stock Appreciation Rights. The Compensation Committee may grant stock appreciation rights independent of or in connection with an option. The Compensation Committee will determine the terms applicable to stock appreciation rights. The base price of a stock appreciation right will be reduced proportionately atdetermined by the effective timeCompensation Committee, but will not be less than 100% of the reversefair market value of a share of our common stock split. Correspondingly, our additional paid-in capital, which consistswith respect to the date of grant of such stock appreciation right. The maximum term of any SAR granted under the difference between our stated capital and2013 Plan is ten years from the aggregatedate of grant. Generally, each SAR stock appreciation right will entitle a participant upon exercise to an amount paid to us upon the issuance of all currently outstandingequal to:
● | the excess of the fair market value of a share of common stock on the date of exercise of the stock appreciation right over the base price of such stock appreciation right, multiplied by |
● | the number of shares as to which such stock appreciation right is exercised. |
Payment may be made in shares of our common stock, will be increasedin cash, or partly in common stock and partly in cash, all as determined by the Compensation Committee.
Restricted Stock and Stock Units. The Compensation Committee may award restricted common stock and/or stock units under the 2013 Plan. Restricted stock awards consist of shares of stock that are transferred to a number equalparticipant subject to restrictions that may result in forfeiture if specified conditions are not satisfied. Stock units confer the decrease in stated capital. Further, net loss per share, book value per share and other per share amounts will be increased as a result of the reverse stock split because there will be fewerright to receive shares of our common stock, outstanding.
Performance Shares and Performance Units. The Compensation Committee may award performance shares and/or performance units under the 2013 Plan. Performance shares and performance units are awards which are earned during a specified performance period subject to the attainment of a majorityperformance criteria, as established by the Compensation Committee. The Compensation Committee will determine the restrictions and conditions applicable to each award of performance shares and performance units.
Incentive Bonus Awards. The Compensation Committee may award Incentive Bonus Awards under the 2013 Plan. Incentive Bonus Awards may be based upon the attainment of specified levels of Company or subsidiary performance as measured by pre-established, objective performance criteria determined at the discretion of the Compensation Committee. Incentive Bonus Awards will be paid in cash or common stock, as set forth in an award agreement
Other Stock-Based and Cash-Based Awards. The Compensation Committee may award other types of equity-based or cash-based awards under the 2013 Plan, including the grant or offer for sale of unrestricted shares of our issuedcommon stock and outstandingpayment in cash or otherwise of amounts based on the value of shares of common stock entitled to vote. There will be no broker non-votes with respect to this proposal. Abstentions will havestock.
Effect of Certain Corporate Transactions. The Compensation Committee may, at the time of the grant of an award, provide for the effect of a vote “AGAINST” this proposal.
Amendment, Termination. The Compensation Committee may amend the terms of awards in any manner not inconsistent with the 2013 Plan, provided that no amendment shall adversely affect the rights of a participant with respect to an outstanding award without the participant’s consent. In addition, our board of directors may at any time amend, suspend, or terminate the 2013 Plan, provided that (i) no such amendment, suspension or termination shall materially and adversely affect the rights of any participant under any outstanding award without the consent of such participant and (ii) to the extent necessary and desirable to comply with any applicable law, regulation, or stock exchange rule, the 2013 Plan requires us to obtain stockholder consent. Stockholder approval is required for any plan amendment that increases the number of shares of common stock presentavailable for issuance under the 2013 Plan or changes the persons or classes of persons eligible to receive awards.
Tax Withholding
The Company has the power and right to deduct or withhold, or require a participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulations to be withheld.
Director Compensation
We maintain a policy pursuant to which our non-employee directors receive annualized compensation. The policy provides for the following compensation amounts payable in person,cash, or upon election by remote communication,such non-employee director, in shares of unrestricted common stock: (i) each non-employee director is entitled to receive an annual fee of $50,000; (ii) the chairman of the board is entitled to receive an additional annual fee of $25,000; (iii) the vice chair, if applicable,one is appointed, is entitled to receive an additional annual fee of $20,000; (iv) the chair of our audit committee is entitled to receive an annual fee of $15,000 and other members of our audit committee are entitled to receive $7,500; (v) the chair of our compensation committee is entitled to receive an annual fee of $10,000 and other members of our compensation committee are entitled to receive $6,000; and (vi) the chair of our nominating and corporate governance committee is entitled to receive an annual fee of $8,000 and other members are entitled to receive $4,000.
As of the date of each annual meeting of the shareholders, each non-employee director will receive an option grant to purchase shares of our common stock valued at $80,000 as determined by the Black Scholes method on the date of grant under our existing equity incentive plan, or represented by proxyany other equity incentive plan we may adopt in the future, which shall vest in twelve equal monthly installments.
All fees under the director compensation policy are paid on a quarterly basis in arrears and no per meeting fees are paid. All fees may be paid in unrestricted shares of common stock at the meeting and entitled to vote. There will be no broker non-votes with respect to this proposal. Abstentions will have the same effect as a vote against the proposal.
Director Compensation Table – 2021
The following table summarizes the annual compensation for our non-employee directors during 2021.
Name | Cash Compensation ($) | Stock ($) (1) | Option Awards ($) (1) | Total ($) | ||||||||||||
Herbert Conrad | 90,000 | - | 80,000 | 170,000 | ||||||||||||
Kathryn Corzo | 9,283 | - | 160,000 | 169,283 | ||||||||||||
Eric Ende | 71,500 | - | 80,000 | 151,500 | ||||||||||||
Natasha Giordano | 57,500 | - | 80,000 | 137,500 | ||||||||||||
Patrick G. LePore | 66,739 | - | - | 66,739 | ||||||||||||
James S. Scibetta | 75,000 | - | 80,000 | 155,000 | ||||||||||||
Matthew Wikler | 31,750 | 31,750 | 80,000 | 143,500 |
(1) | Amounts reflect the grant date fair value of stock awards and option awards granted in 2021 in accordance with Accounting Standards Codification Topic 718. These amounts do not correspond to the actual value that will be recognized by the directors. |
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors is currently composed of the following four non-employee directors: Eric Ende, Chair, Kathryn Corzo, James Scibetta and Matthew Wikler. No member of the Compensation Committee is or was formerly an officer or an employee of the Company during the last fiscal year. In addition, no executive officer of the Company serves on the Compensation Committee or board of directors of a company for which any of the Company’s directors serve as an executive officer.
“FOR”Security Ownership of Certain Beneficial Owners and Management the Adjournment Proposal.
The following table sets forth the number of shares of common stock beneficially owned as of December 15, 2020September 22, 2022 by:
● | each of our stockholders who is known by us to beneficially own 5% or more of our common stock; | |
● | each of our named executive officers; | |
● | each of our directors; and | |
● | all of our directors and current executive officers as a group. |
Beneficial ownership is determined based on the rules and regulations of the SEC. A person has beneficial ownership of shares if such individual has the power to vote and/or dispose of shares. This power may be sole or shared and direct or indirect. Applicable percentage ownership in the following table is based on 199,641,758216,864,526 shares outstanding as of December 15, 2020.September 22, 2022. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock that are subject to options or warrants held by that person and exercisable as of, or within 60 days of, December 15, 2020September 22, 2022 are counted as outstanding. These shares, however, are not counted as outstanding for the purposes of computing the percentage ownership of any other person(s). Except as may be indicated in the footnotes to this table and pursuant to applicable community property laws, each person named in the table has sole voting and dispositive power with respect to the shares of common stock set forth opposite that person’s name. Unless indicated below, the address of each individual listed below is c/o Matinas BioPharma Holdings, Inc., 1545 Route 206 South, Suite 302, Bedminster, NJ 07921.
Name of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | ||||||
Directors and Executive Officers | ||||||||
Jerome D. Jabbour (1) | 4,617,617 | 2.1 | % | |||||
Herbert Conrad (2) | 5,935,260 | 2.7 | % | |||||
Kathryn Corzo (3) | 60,588 | * | % | |||||
Eric Ende (4) | 1,121,453 | * | % | |||||
Natasha Giordano (5) | 298,823 | * | % | |||||
James Scibetta (6) | 1,689,819 | * | % | |||||
Matthew Wikler (7) | 1,117,833 | * | % | |||||
James J. Ferguson (8) | 938,543 | * | % | |||||
Thomas J. Hoover (9) | - | * | % | |||||
Keith A. Kucinski (10) | 1,068,981 | * | % | |||||
Hui Liu (11) | 282,293 | * | % | |||||
Raphael Mannino (12) | 2,907,841 | 1.3 | % | |||||
Theresa Matkovits (13) | 1,120,834 | * | % | |||||
Directors and Executive Officers as a group (13 persons) (14) | 21,159,885 | 9.2 | % |
* Less than 1%
(1) Includes 4,157,293 shares of common stock issuable upon exercise of options. Does not include 2,863,307 shares of common stock underlying options.
(2) Includes 1,240,694 shares of common stock issuable upon exercise of options.
(3) Includes 60,588 shares of common stock issuable upon exercise of options. Does not include 121,175 shares of common stock underlying options.
(4) Includes 977,361 shares of common stock issuable upon exercise of options.
Name of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned |
5% Stockholders | | | | | ||
Boxer Capital, LLC(1) | | | 11,478,634 | | | 5.7% |
Vivo Capital, LLC(2) | | | 11,279,323 | | | 5.6% |
| | | | |||
Directors and Executive Officers | | | | | ||
Jerome D. Jabbour(3) | | | 2,820,992 | | | 1.4% |
Herbert Conrad(4) | | | 5,722,642 | | | 2.8% |
Eric Ende(5) | | | 944,035 | | | *% |
Natasha Giordano(6) | | | 47,987 | | | * % |
Patrick LePore(7) | | | 801,515 | | | * % |
James Scibetta(8) | | | 1,512,401 | | | * % |
Matthew Wikler(9) | | | 868,123 | | | * % |
James J. Ferguson(10) | | | 303,126 | | | * % |
Keith A. Kucinski(11) | | | 457,001 | | | * % |
Hui Liu(12) | | | 0 | | | * % |
Raphael Mannino(13) | | | 2,189,775 | | | 1.1* |
Theresa Matkovits(14) | | | 466,667 | | | * % |
Directors and Executive Officers as a group (12 persons)(15) | | | 16,134,264 | | | 7.8% |
(5) Includes 298,823 shares of common stock issuable upon exercise of options. Does not include 79,976 shares of common stock underlying options.
(6) Includes 1,039,861 shares of common stock issuable upon exercise of options.
(7) Includes 827,361 shares of common stock issuable upon exercise of options.
(8) Includes 938,543 shares of common stock issuable upon exercise of options. Does not include 1,074,057 shares of common stock underlying options.
(9) Does not include 850,000 shares of common stock underlying options.
(10) Includes 974,481 shares of common stock issuable upon exercise of options. Does not include 900,519 shares of common stock underlying options.
(11) Includes 282,293 shares of common stock issuable upon exercise of options. Does not include 592,707 shares of common stock underlying options.
(12) Includes 988,126 shares of common stock issuable upon exercise of options. Does not include 421,874 shares of common stock underlying options.
(13) Includes 1,120,834 shares of common stock issuable upon exercise of options. Does not include 854,166 shares of common stock underlying options.
(14) See notes (1) through (13).
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information with respect to our compensation plans under which equity compensation was authorized as of December 31, 2021.
Plan Category | Number of Shares of Common Stock to be Issued upon Exercise of Outstanding Options (a) | Weighted- Average Exercise Price of Outstanding Options (b) | Number of Options Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c)(2) | |||||||||
Equity compensation plans approved by stockholders(1) | 28,184,291 | $ | 1.21 | 4,282,530 | ||||||||
Equity compensation plans not approved by stockholders | — | — | — | |||||||||
Total | 28,184,291 | $ | 1.21 | 4,282,530 |
(1) | The amounts shown in this row include securities under the Matinas BioPharma Holdings, Inc. Amended and Restated 2013 Equity Incentive Plan (the “2013 Plan”). |
(2) | In accordance with the “evergreen” provision in our 2013 Plan, an additional 8,650,778 shares were automatically made available for issuance on the first trading day of 2022, which represents 4% of the number of shares outstanding on December 31, 2021; these shares are excluded from this calculation. |
Certain Relationships and Related Party Transactions
Other than compensation arrangements for our named executive officers and directors, there have been no transaction or series of similar transactions, since January 1, 2021, to which we were a party or will be a party, in which:
● | the amounts involved exceeded or will exceed $120,000; and | |
● | any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest. |
Indemnification Agreements
We entered into indemnification agreements with our directors and executive officers. The indemnification agreements provide for indemnification against expenses, judgments, fines and penalties actually and reasonably incurred by an indemnitee in connection with threatened, pending or completed actions, suits or other proceedings, subject to certain limitations. The indemnification agreements also provide for the advancement of expenses in connection with a proceeding prior to a final, non-appealable judgment or other adjudication, provided that the indemnitee provides an undertaking to repay to us any amounts advanced if the indemnitee is ultimately found not to be entitled to indemnification by us. The indemnification agreement set forth procedures for making and responding to a request for indemnification or advancement of expenses, as well as dispute resolution procedures that apply to any dispute between us and an indemnitee arising under the Indemnification Agreements.
Policies and Procedures for Related Party Transactions
We have adopted a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock, any members of the immediate family of any of the foregoing persons and any firms, corporations or other entities in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest, which we refer to collectively as related parties, are not permitted to enter into a transaction with us without the prior consent of our board of directors acting through the Audit Committee or, in certain circumstances, the Chair of the Audit Committee. Any request for us to enter into a transaction with a related party, in which the amount involved exceeds $100,000 and such related party would have a direct or indirect interest must first be presented to our Audit Committee, or in certain circumstances the Chair of our Audit Committee, for review, consideration and approval. In approving or rejecting any such proposal, our Audit Committee, or the Chair of our Audit Committee, is to consider the material facts of the transaction, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the benefits to us, the availability of other sources of comparable products or services and the extent of the related party’s interest in the transaction.
Director Independence
Based on information requested from and provided by each of our directors, our board of directors has determined that Messrs. Herbert Conrad, Eric Ende, James Scibetta, Matthew Wikler, and Mss. Kathryn Corzo and Natasha Giordano, are “independent directors” as such term is defined in the rules of the applicable NYSE corporate governance requirements and Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended.
PROPOSAL NO. 3: RATIFY THE APPOINTMENT OF EISNERAMPER LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2022
The Audit Committee has reappointed EisnerAmper LLP as our independent registered public accounting firm to audit the financial statements of the Company for the fiscal year ending December 31, 2021, and has further directed that management submit their selection of independent registered public accounting firm for ratification by our stockholders at the Annual Meeting. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as public registered accounting firm.
Principal Accountant Fees and Services
The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2021 and 2020, by EisnerAmper LLP, the Company’s independent registered public accounting firm.
Years Ended December 31, | ||||||||
2021 | 2020 | |||||||
(in thousands) | ||||||||
Audit Fees | $ | 249 | $ | 297 | ||||
Audit-Related Fees | - | - | ||||||
Tax Fees | - | - | ||||||
Total Fees | $ | 249 | $ | 297 |
Audit Fees consist of fees billed for professional services rendered for the audit of our annual financial statements, audit of internal controls over financial reporting, review of our interim consolidated financial statements and comfort letters.
Audit-Related Fees consist of fees billed for professional services rendered for assurance related services that are reasonably related to the performance of the audit or review of our financial services.
Tax Fees are for tax-related services related primarily to tax consulting and tax planning.
The Audit Committee pre-approves all auditing services and any non-audit services that the independent registered public accounting firm is permitted to render under Section 10A (h) of the Exchange Act. The Audit Committee may delegate the pre-approval to one of its members, provided that if such delegation is made, the full Audit Committee must be presented at its next regularly scheduled meeting with any pre-approval decision made by that member.
Attendance at Annual Meeting
Representatives of EisnerAmper LLP are expected to be present at the Annual Meeting, where they will be available to respond to appropriate questions from stockholders and, if they desire, to make a statement.
Vote Required
The affirmative vote of a majority of the total votes cast virtually or by proxy is required to approve this proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
REPORT OF THE AUDIT COMMITTEE*
The undersigned members of the Audit Committee of the Board of Directors of Matinas BioPharma Holdings, Inc. (the “Company”) submit this report in connection with the committee’s review of the financial reports for the fiscal year ended December 31, 2021 as follows:
1. | The Audit Committee has reviewed and discussed with management the audited financial statements for the Company for the fiscal year ended December 31, 2021. | |
2. | The Audit Committee has discussed with representatives of EisnerAmper LLP, the independent public accounting firm, the matters which are required to be discussed with them under the provisions of Auditing Standard No. 1301, Communications with Audit Committees. | |
3. | The Audit Committee has discussed with EisnerAmper LLP, the independent public accounting firm, the auditors’ independence from management and the Company has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board. |
In addition, the Audit Committee considered whether the provision of non-audit services by EisnerAmper LLP is compatible with maintaining its independence. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors has approved) that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for filing with the Securities and Exchange Commission.
Audit Committee,
James Scibetta, Chair
Herbert Conrad
Eric Ende
Natasha Giordano
* |
STOCKHOLDER PROPOSALS FOR 2021 ANNUAL MEETING
Stockholder Proposals for 2023 Annual Meeting
Our by-laws state that a stockholder must provide timely written notice of a proposal to be brought before the meeting and supporting documentation as well as be present at such meeting, either in person or by a representative. Any stockholder proposals submitted for inclusion in our proxy statement and form of proxy for our 20212023 Annual Meeting of Stockholders must be timely received by the Company at our principal executive office no later than August 2, 20213, 2023 no earlier than July 3, 20214, 2023 in order to be considered for inclusion in our proxy statement and form of proxy; provided, however, that in the event the Annual Meeting is scheduled to be held on a date more than thirty (30) days before the anniversary date of the immediately preceding Annual Meeting of Stockholders (the “Anniversary Date”) or more than sixty (60) days after the Anniversary Date, a stockholder’s notice shall be timely if received by the Company at our principal executive office not later than the close of business on the later of (i) the ninetieth (90th) day prior to the scheduled date of such Annual Meeting; and (ii) the tenth (10th) day following the day on which such public announcement of the date of such Annual Meeting is first made by us.the Company. Such proposals must also comply with the requirements as to form and substance established by the SEC if such proposals are to be included in the proxy statement and form of proxy. Proxies solicited by our Board will confer discretionary voting authority with respect to these proposals, subject to the SEC’s rules and regulations governing the exercise of this authority. Any such proposal shall be mailed to: Matinas BioPharma Holdings, Inc., 1545 Route 206 South, Suite 302, Bedminster, New Jersey 07921, Attn.: Corporate Secretary.
ANNUAL REPORT
Copies of our Annual Report on Form 10-K (including an amendment thereto and audited financial statements) filed with the SEC may be obtained without charge by writing to Matinas BioPharma Holdings, Inc., 1545 Route 206 South, Suite 302, Bedminster, New Jersey 07921, Attn.: Secretary. A request for a copy of our Annual Report on Form 10-K must set forth a good-faith representation that the requesting party was either a holder of record or a beneficial owner of our common stock on September 16, 2022. Exhibits to the Form 10-K will be mailed upon similar request and payment of specified fees to cover the costs of copying and mailing such materials.
Our audited financial statements for the fiscal year ended December 31, 2021 and certain other related financial and business information are contained in our 2021 Annual Report to Stockholders, which is being made available to our stockholders along with this proxy statement, but which is not deemed a part of the proxy soliciting material.
HOUSEHOLDING OF SPECIALANNUAL MEETING MATERIALS
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements. This means that only one copy of this Proxy Statement may have been sent to multiple stockholders in the same household. We will promptly deliver a separate copy of this Proxy Statement to any stockholder upon written or oral request to: Matinas BioPharma Holdings, Inc., 1545 Route 206 South, Suite 302, Bedminster, New Jersey 07921, Attn.: Secretary, or by phone at (908) 443-1860.484-8805. Any stockholder who wants to receive a separate copy of this Proxy Statement, or of our proxy statements or annual reports in the future, or any stockholder who is receiving multiple copies and would like to receive only one copy per household, should contact the stockholder’s bank, broker, or other nominee record holder, or the stockholder may contact us at the address and phone number above.
OTHER MATTERS
As of the date of this proxy statement, the Board does not intend to present at the SpecialAnnual Meeting of Stockholders any matters other than those described herein and does not presently know of any matters that will be presented by other parties. If any other matter requiring a vote of the stockholders should come before the meeting, it is the intention of the persons named in the proxy to vote with respect to any such matter in accordance with the recommendation of the Board or, in the absence of such a recommendation, in accordance with the best judgment of the proxy holder.
By Order of the Board of Directors | |||
/s/ Jerome D. Jabbour | |||
Jerome D. Jabbour, Chief Executive Officer |
September 22, 2022
Bedminster, New Jersey