[S-8] Matinas BioPharma Holdings, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

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.

Insights

Financial Analyst

TL;DR – Routine S-8 registering shares for 2025 employee plan; minimal immediate financial impact.

This Form S-8 is a standard administrative filing allowing Matinas BioPharma to issue shares under its 2025 Equity Incentive Plan. No offer size, share count, or valuation details are included in the provided excerpt. The company remains a non-accelerated filer and smaller reporting company, indicating modest market capitalization. Incorporation by reference keeps disclosure current without duplicating prior filings. Indemnification language reflects typical DGCL protections. Absent numerical data or plan-specific limits, investor impact appears procedural rather than material in the near term.

 

As filed with the Securities and Exchange Commission on June 23, 2025

 

Registration No. _______

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

 

MATINAS BIOPHARMA HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware	 	46-3011414
(State or Other Jurisdiction	 	(I.R.S. Employer Identification No.)
of Incorporation or Organization)	 	 

 

1545 Route 206 South, Suite 302

Bedminster, New Jersey 07921

(908) 484-8805

(Address of Principal Executive Offices) (Zip Code)

 

 

MATINAS BIOPHARMA HOLDINGS, INC. 2025 EQUITY INCENTIVE PLAN

(Full Title of the Plan)

 

 

Jerome D. Jabbour

Chief Executive Officer

Matinas BioPharma Holdings, Inc.

1545 Route 206 South, Suite 302

Bedminster, New Jersey 07921

(Name and Address Including Zip Code, of Agent for Service)

(908) 443-1860

(Telephone Number, Including Area Code, of Agent for Service)

 

 

With copies to:

 

Michael J. Lerner, Esq.

Steven M. Skolnick, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas

New York, New York 10020

Telephone: (212) 262-6700

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐	 	Accelerated filer ☐
 	 	 
Non-accelerated filer ☒	 	Smaller reporting company ☒
	 	 
 	 	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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

 

 

 

PART I

Information Required in the Section 10(a) Prospectus

 

Item 1. Plan Information.

 

The information called for by Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (this “Registration Statement”) and has been or will be sent or given to participating service providers in accordance with Rule 428 of the Securities Act of 1933, as amended (the “Securities Act”), and the instructions to Form S-8. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

 

Item 2. Registrant Information and Employee Plan Annual Information.

 

Matinas BioPharma Holdings, Inc. (the “Company”) will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents that are incorporated), and the other documents required to be delivered to eligible participants in the Matinas BioPharma Holdings, Inc. 2025 Equity Incentive Plan pursuant to Rule 428(b) under the Securities Act. Those documents are incorporated by reference in the Section 10(a) prospectus. Requests should be directed to:

 

Matinas BioPharma Holdings, Inc.

1545 Route 206 South, Suite 302

Bedminster, New Jersey 07921

Attention: Chief Financial Officer

Telephone: (908) 443-1860

 

PART II

Information Required in the Registration Statement

 

Item 3. Incorporation of Documents by Reference.

 

The following documents filed by the Company with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

 

 	(a)	the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on April 15, 2025;
 	 	 
 	(b)	the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed on May 15, 2025;
 	 	 
 	(c)	the Company’s Current Reports on Form 8-K, filed on January 10, 2025, January 24, 2025, February 7, 2025, February 11, 2025, February 13, 2025, March 11, 2025, March 14, 2025, April 4, 2025, April 8, 2025, May 2, 2025 and June 23, 2025; and
 	 	 
 	(d)	the description of the Company’s common stock contained in our Registration Statement on Form 8-A filed on March 1, 2017, including any amendments and reports filed for the purpose of updating such description, including the description of the common stock included as Exhibit 4.2 to our Annual Report on Form 10-K for the year ended December 31, 2024, filed on April 15, 2025.

 

All documents filed by the Company pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.

 

 

 

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6. Indemnification of Directors and Officers.

 

Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

 

Our Certificate of Incorporation, as amended, and Bylaws provide that we will indemnify our directors, officers, employees and agents to the extent and in the manner permitted by the provisions of the DGCL, as amended from time to time, subject to any permissible expansion or limitation of such indemnification, as may be set forth in any amendment by stockholders or directors resolution.

 

Any repeal or modification of these provisions approved by our stockholders will be prospective only and will not adversely affect any limitation on the liability of any of our directors or officers existing as of the time of such repeal or modification.

 

We have director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their services to us, including matters arising under the Securities Act.

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

For a list of exhibits, see the Exhibit Index in this Registration Statement, which is incorporated into this Item by reference.

 

 

 

 

Item 9. Undertakings.

 

(a) The undersigned Registrant hereby undertakes:

 

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) of this section shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

 

 

 

EXHIBIT INDEX

 

Exhibit Number	 	Description of Exhibit
 	 	 
5.1	 	Opinion of Lowenstein Sandler LLP.*
23.1	 	Consent of EisnerAmper LLP, independent registered public accounting firm.*
23.2	 	Consent of Lowenstein Sandler LLP (filed as part of Exhibit 5.1).*
24.1	 	Power of Attorney (included on the signature page to this registration statement on Form S-8).*
99.1	 	Matinas BioPharma Holdings, Inc. 2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.1. to the Company’s Current Report on Form 8-K filed on June 23, 2025).
107	 	Filing Fee Table*

 

* Filed herewith.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in in the City of Bedminster, State of New Jersey, on June 23, 2025.

 

 	Matinas BioPharma Holdings, Inc.
 	 	 
 	By:	/s/ Jerome D. Jabbour
 	 	Jerome D. Jabbour
 	 	Chief Executive Officer

 

POWER OF ATTORNEY AND SIGNATURES

 

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Matinas BioPharma Holdings, Inc., a Delaware corporation, do hereby constitute and appoint each of Jerome D. Jabbour and Keith Kucinski as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

 

Signature	 	Title	 	Date
 	 	 	 	 
/s/ Jerome D. Jabbour	 	Chairman, Chief Executive Officer & President (Principal Executive Officer)	 	June 23, 2025
Jerome D. Jabbour	 	 	 	 
 	 	 	 	 
/s/ Keith A. Kucinski	 	Chief Financial Officer (Principal Financial and Accounting Officer)	 	June 23, 2025
Keith A. Kucinski	 	 	 	 
 	 	 	 	 
/s/ Evelyn D’An	 	Director	 	June 23, 2025
Evelyn D’An	 	 	 	 
 	 	 	 	 
/s/ Keith Murphy	 	Director	 	June 23, 2025
Keith Murphy	 	 	 	 
 	 	 	 	 
/s/ Edward Neugeboren	 	Director	 	June 23, 2025
Edward Neugeboren	 	 	 	 
 	 	 	 	 
/s/ Robin L. Smith	 	Director	 	June 23, 2025
Robin L. Smith	 	 	 	 

 

 

 

 

FAQ

Why did MTNB file a Form S-8 on 23 June 2025?

To register securities for issuance under the Matinas BioPharma 2025 Equity Incentive Plan.

Which recent SEC documents are incorporated by reference in the MTNB S-8?

The filing incorporates the 2024 Form 10-K, Q1-2025 Form 10-Q, eleven Form 8-Ks from Jan–Jun 2025, and the Form 8-A description of common stock.

What filer status does Matinas BioPharma report in this S-8?

It identifies as a non-accelerated filer and smaller reporting company.

Who is the agent for service listed in the MTNB S-8?

Chief Executive Officer Jerome D. Jabbour at the company's Bedminster, NJ headquarters.

What indemnification provisions are highlighted in the filing?

The company cites DGCL §145 and its charter/bylaws to indemnify directors, officers, employees, and agents.