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Matinas BioPharma Holdings, Inc. (MTNB) has filed a Form S-8 with the SEC on 23 June 2025 to register securities issuable under its new 2025 Equity Incentive Plan. The filing designates the company as a non-accelerated filer and smaller reporting company. Plan information required by Section 10(a) is omitted from this registration statement and will be provided directly to eligible service providers in accordance with Rule 428.
The company incorporates by reference its recent SEC filings, including: (a) the Form 10-K for the year ended 31 December 2024 (filed 15 April 2025); (b) the Form 10-Q for the quarter ended 31 March 2025 (filed 15 May 2025); (c) eleven Form 8-K filings between 10 January and 23 June 2025; and (d) the description of its common stock contained in its Form 8-A (as updated).
Standard undertakings are provided to file post-effective amendments for material changes, and the company reiterates Delaware General Corporation Law (DGCL) indemnification provisions for directors and officers. Exhibits will be listed in the Exhibit Index (not included in the excerpt). Jerome D. Jabbour, Chief Executive Officer, is named as the agent for service, with Lowenstein Sandler LLP serving as counsel.
Matinas BioPharma Holdings, Inc. (NYSE American: MTNB) filed an 8-K summarizing the results of its 23 June 2025 Annual Meeting. Key outcomes were:
- 2025 Equity Incentive Plan approved – 5.39 m votes for, 0.28 m against, 0.02 m abstain; 1.81 m broker non-votes. The plan is now effective and replaces/expands prior equity programs.
- Reverse stock split authority – Shareholders authorized the Board to effect up to two reverse splits within a 1-for-2 to 1-for-199 ratio over two years (6.94 m for, 0.54 m against).
- Authorized share increase – The Charter will be amended to raise common shares from 250 m to 500 m (6.91 m for, 0.57 m against).
- Director slate re-elected – All five nominees received ~5.65 m votes each; no nominee received more than 1% withholds.
- Say-on-pay approved – Executive compensation supported by 95.3% of votes cast.
The additional share authorization and broad reverse-split range give the Board considerable flexibility to manage listing compliance, future financings and potential M&A, but could also result in material dilution or a sharply reduced share count if a high-ratio split is executed. The 2025 Plan increases equity compensation capacity, aligning management incentives but adding potential overhang. No immediate financial impact was disclosed.