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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 12, 2025
MATINAS
BIOPHARMA HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware
|
|
001-38022 |
|
46-3011414 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
ID
Number) |
1545
Route 206 South, Suite 302
Bedminster,
New Jersey |
|
07921 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (908) 484-8805
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol |
|
Name
of Each Exchange on Which Registered |
| Common
Stock |
|
MTNB
|
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
December 12, 2025, Matinas BioPharma Holdings,
Inc. (the “Company”) and Jerome D. Jabbour, the Company’s Chief Executive Officer,
entered into the Third Amendment (the “Amendment”) to the Employment Agreement, between the Company and Mr. Jabbour, dated
March 22, 2018 (as previously amended by that certain First Amendment, dated March 3, 2023, and that certain Second Amendment, dated
April 30, 2025, the “Agreement”). Prior to the Amendment, the Agreement provided that if a Change in Control (as defined
in the Agreement) occurs on or prior to March 31, 2026 and Mr. Jabbour remains employed by the Company through the date of the Change
in Control, he is entitled to payment of a retention bonus in an amount equal to the greater of (i) his target annual bonus for the fiscal
year in which such Change in Control occurs, or (ii) $299,000 (the “Retention Bonus”).
The
Amendment modifies the Agreement by:
| |
(a) |
Extending
the date by which a Change in Control must occur to trigger the Retention Bonus from March 31, 2026 to June 30, 2026. |
| |
|
|
| |
(b) |
Providing
that two-thirds of the Retention Bonus will be paid upon the Company’s execution of a definitive agreement that, if consummated,
would result in a Change in Control, and the remaining one-third would be paid immediately prior to the closing of such Change in
Control, so long as for each payment Mr. Jabbour has not resigned without Good Reason nor been terminated by the Company for Cause
(each as defined in the Agreement). If Mr. Jabbour resigns for Good Reason or is terminated by the Company other than for Cause,
he will be entitled to the Retention Bonus (or any remaining portion thereof), payable within ten days following such termination
and in any event not later than immediately prior to the closing of a Change in Control. |
| |
|
|
| |
(c) |
Providing
that Mr. Jabbour will be entitled to an annual bonus for the 2025 calendar year in an amount no less than his target annual bonus
payable at the same time annual bonuses are paid to other senior executives, but in no event later than February 1, 2026, provided
that he has not been terminated for Cause or resigned without Good Reason prior to February 1, 2026. |
| |
|
|
| |
(d) |
Modifying
the Agreement’s definition of “Change in Control” to include a transaction resulting in a material change to the
Company’s (or its successor’s) primary business as in effect immediately prior to such transaction. |
| |
|
|
| |
(e) |
Making
certain modifications to the definitions of “Cause” and “Good Reason” under the Agreement. |
Except
as specifically set forth in the Amendment, all other terms and conditions of the Agreement remain in full force and effect. The foregoing
description of the terms of the Amendment is not intended to be complete and is qualified in its entirety by reference to the Amendment,
a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Third
Amendment to Employment Agreement, dated as of December 12, 2025, between the Company and Jerome D. Jabbour |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
MATINAS
BIOPHARMA HOLDINGS, INC. |
| |
|
|
| Dated:
December 12, 2025 |
By:
|
/s/
Jerome D. Jabbour |
| |
Name:
|
Jerome
D. Jabbour |
| |
Title:
|
Chief
Executive Officer |
