Matinas BioPharma (MTNB) Proxy Filing summary

Executive summary

• Special Meeting scheduled for April 2025 to approve key proposals, including a significant stock issuance and auditor ratification.

• Stockholders will vote virtually, with eligibility based on record ownership as of February 10, 2025.

• Board recommends approval of all proposals, citing financial necessity and strategic alternatives.

Voting matters and shareholder proposals

• Approval sought for issuance of up to 16,894,212 shares of common stock upon conversion of Series C Preferred Stock and exercise of Warrants, potentially constituting a change of control.

• Ratification of EisnerAmper LLP as independent registered public accounting firm for 2025.

• Adjournment proposal allows meeting extension to solicit additional proxies if needed.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Purchasers in the offering gain the right to nominate up to two directors, depending on their ownership percentage.

• Dr. Robin Smith appointed to the Board as Purchaser nominee at initial closing.