Matinas BioPharma Holdings Inc
For the period ended May 12, 2025. Filed May 12, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 12, 2025 · Filed May 12, 2025
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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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1545 ROUTE 206 SOUTH
SUITE 302
BEDMINSTER, NJ 07921
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on June 23, 2025
To the Stockholders of
Matinas BioPharma Holdings, Inc.
NOTICE IS HEREBY GIVENthat the Annual Meeting of Stockholders of Matinas BioPharma Holdings, Inc. (the “Company”) will be held via the internet on June 23, 2025, beginning at 9 a.m. local time. Stockholders will be able to listen, vote and ask questions regardless of location via the internet at www.virtualshareholdermeeting.com/MTNB2025 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 Annual Meeting in person. At the Annual Meeting, stockholders will act on the following matters:
| ● | To elect five 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 approve an amendment to our Certificate of Incorporation, as amended, to effect up to two reverse stock splits of our common stock having an aggregate ratio in the range of 1-for-2 to 1-for-199 over a period of two years, with such reverse stock splits to be effected at such ratios, times and dates, if at all, as determined by our Board of Directors in its sole discretion; |
| ● | To approve an amendment to our Certificate of Incorporation, as amended, to increase the number of our authorized shares of common Stock from 250,000,000 shares to 500,000,000 and to make a corresponding change to the number of authorized shares of capital stock; |
| ● | To approve the Company’s 2025 Equity Incentive Plan; and |
| ● | To consider any other matters that may properly come before the Annual Meeting. |
Only stockholders of record of our common stock and Series C Convertible Preferred Stock (the “Preferred Stock”) at the close of business on May 1, 2025, are entitled to receive notice of and to vote at the Annual 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.
Regardless of the number of shares you own, please be sure you are represented at the Annual Meeting either by attending virtually or by returning your proxy or voting on the internet as soon as possible.
This Notice of Special Meeting of Stockholders, Proxy Statement and the proxy card are available online at: www.proxyvote.com.
By Order of the Board of Directors
/s/ Jerome D. Jabbour
Jerome D. Jabbour
Chief Executive Officer
May 12, 2025
Bedminster, New Jersey
TABLE OF CONTENTS
| PROXY STATEMENT | 1 |
|---|---|
| ABOUT THE MEETING | 1 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 4 |
| PROPOSAL NO. 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 10 |
| EXECUTIVE COMPENSATION | 11 |
| Security Ownership of Certain Beneficial Owners and Management | 14 |
| Pay Versus Performance Disclosure | 15 |
| PROPOSAL 3: REVERSE STOCK SPLIT PROPOSAL | 19 |
| PROPOSAL 4: PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 250,000,000 TO 500,000,000 | 26 |
| PROPOSAL 5: APPROVAL OF THE 2025 EQUITY INCENTIVE PLAN | 28 |
| STOCKHOLDER PROPOSALS | 34 |
| HOUSEHOLDING OF ANNUAL MEETING MATERIALS | 34 |
| OTHER MATTERS | 34 |
| ANNEX A | REVERSE STOCK SPLIT AMENDMENT |
|---|---|
| ANNEX B | CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION |
| ANNEX C | MATINAS BIOPHARMA HOLDINGS 2025 EQUITY INCENTIVE PLAN |
1545 ROUTE 206 SOUTH
SUITE 302
BEDMINSTER NJ 07921
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.