MATINAS BIOPHARMA HOLDINGS, INC. (OTCMKTS:MTNB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.

Appointment of New Officer

On February 25, 2019, Matinas BioPharma Holdings, Inc. (the “Company” or “Matinas”) announced that James J. Ferguson III, age 65, had been appointed as the Company’s Chief Medical Officer.

Prior to joining Matinas, from 2016 to February 2019, Dr. Ferguson was an Executive Director at Amgen Inc. (NASDAQ:AMGN), a multinational biopharmaceutical company. From 2010 to 2016, Dr. Ferguson was Vice President, CV External Engagement, US Medical Affairs at AstraZeneca, a global biopharmaceutical company.

Effective February 25, 2019, the Company entered into an employment agreement (the “Employment Agreement”) with Dr. Ferguson. Dr. Ferguson will receive a one-time sign-on bonus of $50,000, an initial annual base salary of $375,000, and is eligible for an annual bonus with a target amount of up to 35% of his base salary, based on the achievement of certain individual and/or corporate performance targets established by the Company’s Board of Directors or the Compensation Committee. The actual amount of such bonus will be determined annually based upon individual and/or the Company’s achievement of certain performance targets, as determined by the Board or the Compensation Committee, in its discretion. In addition, Dr. Ferguson will receive a grant of options to purchase 350,000 shares of the Company’s common stock, par value $0.0001 per share, to the Company’s 2013 Equity Incentive Plan, as amended and restated. Dr. Ferguson is eligible to participate in employee benefit plans generally available to the Company’s senior executives, subject to the terms of those plans. The Employment Agreement further provides that in the event the Company terminates Dr. Ferguson’s employment “without cause” (as defined in the Employment Agreement) or Dr. Ferguson resigns for “good reason” (as defined in the Employment Agreement), subject to the execution and non-revocation of a release agreement, Dr. Ferguson will be entitled to continuation of his base salary, at the rate then in effect, for a period of twelve months, payable in accordance with the Company’s customary payroll practices and procedures, will be eligible for twelve months of COBRA benefits and the vesting for 50% of his outstanding equity awards will be accelerated in full upon such termination; provided, however, that in the event Dr. Ferguson breaches the terms of his Covenants Agreement (as defined below) or the release agreement, the Company’s obligations to pay such severance payments and COBRA benefits shall immediately cease.

In addition, Dr. Ferguson has entered into the Company’s standard form agreement with respect to non-disclosure and assignment of inventions (the “Covenants Agreement”).

The foregoing description of the Employment Agreement is intended to be a summary and is qualified in its entirety by reference to such document, which is attached as Exhibit 10.1 and is incorporated by reference herein.

On February 25, 2019, the Company issued a press release announcing the appointment of Dr. Ferguson as the Company’s Chief Medical Officer. A copy of the press release is furnished as Exhibit 99.1 hereto. In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

(d) The following exhibits are being furnished with this report:

Matinas BioPharma Holdings, Inc. Exhibit
EX-10.1 2 ex10-1.htm   EMPLOYMENT AGREEMENT   This EMPLOYMENT AGREEMENT (this “Agreement”),…
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About MATINAS BIOPHARMA HOLDINGS, INC. (OTCMKTS:MTNB)

Matinas BioPharma Holdings, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in identifying and developing therapeutics for the treatment of serious and life-threatening infections. It is engaged in developing a pipeline of product and development candidates, with an initial focus on serious fungal and bacterial infections. Its cochleate delivery technology platform is designed for the targeted delivery of pharmaceuticals directly to the site of infection or inflammation. Its MAT 2203 is an oral formulation of a spectrum anti-fungal drug called amphotericin B, which uses its cochleate delivery technology. Its MAT2501 is an orally administered, encochleated formulation of the spectrum aminoglycoside antibiotic amikacin, which may be used to treat different types of multidrug-resistant bacteria, including non-tubercular mycobacterial infections (NTM), as well as various multidrug-resistant gram negative and intracellular bacterial infections.