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