Matinas BioPharma (MTNB) Proxy Filing summary

Executive summary

• Special Meeting scheduled for April 4, 2025, to be held virtually for all stockholders of record as of February 10, 2025.

• Key items for stockholder action include approval of a significant stock issuance, ratification of the external auditor, and potential adjournment to solicit more votes if needed.

• The Board recommends voting in favor of all proposals, citing the company's financial needs and strategic alternatives.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for issuing up to 16,894,212 shares of common stock upon conversion of Series C Convertible Preferred Stock and exercise of Warrants, potentially resulting in a change of control.

• Proposal 2 is to ratify EisnerAmper LLP as the independent registered public accounting firm for 2025.

• Proposal 3 allows adjournment of the meeting to solicit additional proxies if necessary.

• Only stockholders of record as of February 10, 2025, are eligible to vote, with one vote per share.

Board of directors and corporate governance

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

• Dr. Robin Smith was nominated and appointed to the Board at the initial closing.