COMMON STOCK PURCHASE WARRANT Matinas BioPharma Holdings, Inc.Matinas BioPharma Holdings, Inc. • April 5th, 2024 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is six months from the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 5, 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Company”), up to [______] shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Form of Placement Agent’s Warrant AgreementMatinas BioPharma Holdings, Inc. • June 19th, 2018 • Pharmaceutical preparations • New York
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity, a Division of Fordham Financial Management, Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June 21, 2019 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 7th, 2014 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement ("Agreement") is made as of _________ __, 2013 by and between Matinas BioPharma Holdings, Inc., a Delaware corporation (the "Company"), and ______________ ("Indemnitee").
32,260,000 Shares Matinas BioPharma Holdings, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 10th, 2020 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
ContractMatinas BioPharma Holdings, Inc. • April 5th, 2024 • Pharmaceutical preparations • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placement Agent”) and Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of securities of the Company, consisting of: (i) shares of common stock, par value $0.0001 per share (“Common Stock”), (ii) pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase Common Stock (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”). The Common Stock and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The documents executed and delivered by the Company and the Purchasers (as defined below) in connection with th
Registration Rights AgreementRegistration Rights Agreement • April 17th, 2015 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of March 31, 2015 (the “Effective Date”) between Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2022 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”), entered into on October 22, 2020 with the commencement of employment to begin as of December 1, 2020 (the “Commencement Date”), is by and between MATINAS BIOPHARMA HOLDINGS, INC., a Delaware corporation (the “Company”) and Dr. Hui Liu (the “Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2024 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 2, 2024, between Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Matinas biopharma holdings, Inc. (a Delaware corporation) 8,000 Shares of Series B Convertible Preferred Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 19th, 2018 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the purchasers (each, a “Purchaser” and, collectively, the “Purchasers”), pursuant to the terms and conditions of this Placement Agent Agreement (this “Agreement”) up to an aggregate of 8,000 shares (the “Shares”) of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”). The offering and sale of the Shares of Series B Preferred Stock is hereinafter referred to as the “Offering.” The Company hereby confirms its agreement with ThinkEquity, a division of Fordham Financial Management, Inc. (the “Placement Agent”) to act as Placement Agent in accordance with the terms and conditions hereof.
INCENTIVE STOCK OPTION GRANT AGREEMENT MATINAS BIOPHARMA HOLDINGS, INC.Incentive Stock Option Grant Agreement • October 4th, 2013 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New Jersey
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
NONQUALIFIED STOCK OPTION GRANT AGREEMENT MATINAS BIOPHARMA HOLDINGS, INC.Nonqualified Stock Option Grant Agreement • February 7th, 2014 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New Jersey
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 2nd, 2016 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
This Placement Agency Agreement ("Agreement") sets forth the terms upon which Aegis Capital Corp., a New York corporation, and a registered broker-dealer and member of the Financial Industry Regulatory Authority ("FINRA") (the “Placement Agent”), shall be engaged by Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Company”), to act as exclusive Placement Agent in connection with the private placement (the “Offering”) of shares (the “Series A Preferred Shares”) of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), of the Company. Each Series A Preferred Share will (i) have a dividend of 8% per annum payable in shares of Common Stock (as defined below), to be accrued until conversion, (ii) have a liquidation preference of $5.00 per Series A Preferred Share, and thereafter will participate with the Common Stock, as such term is defined below, on an as-converted basis and (iii) be convertible into 10 shares (“Shares”) of common
MATINAS BIOPHARMA HOLDINGS, INC. UP TO $50,000,000 OF COMMON STOCK (par value $0.0001 per share) At-the-market SALES AGREEMENTSales Agreement • July 2nd, 2020 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
Matinas Biopharma Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with BTIG, LLC (“BTIG” and, together with the Company, the “Parties”), as follows:
VOTING AGREEMENTVoting Agreement • February 7th, 2014 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
This VOTING AGREEMENT (this “Agreement”) is entered into as of July 30, 2013 (the “Effective Date”) by and among Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Company”), the parties listed as stockholders of Matinas BioPharma, Inc. (the “Matinas Stockholders”) on the signature pages hereto and the parties listed as stockholders of the Company (the “Holdings Stockholders”) on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 7th, 2014 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2023 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New Jersey
This Amendment (“Amendment”), dated as of March 3, 2023 (the “Amendment Date”), amends the Employment Agreement between MATINAS BIOPHARMA HOLDINGS, INC. (the “Company”) and THERESA MATKOVITS, Ph.D. (the “Executive”) dated September 25, 2018 and commencing as of October 15, 2018 (the “Agreement”). All capitalized terms not defined herein shall have the meanings set forth in the Agreement.
AGREEMENT AND PLAN OF MERGER by and among MATINAS BIOPHARMA HOLDINGS, INC., SAFFRON MERGER SUB, INC., AQUARIUS BIOTECHNOLOGIES INC.,Agreement and Plan of Merger • January 30th, 2015 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 29, 2015 (the “Agreement Date”), by and among Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Parent”), Saffron Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Parent (“Merger Sub”), Aquarius Biotechnologies Inc., a Delaware corporation (the “Company”) and J Carl Craft, a natural person, as the stockholder representative (the “Holder Representative”).
LEASE AGREEMENT CIP II/AR BRIDGEWATER HOLDINGS LLC (LANDLORD) toLease Agreement • April 28th, 2017 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations
THIS LEASE, made and entered into this 15th day of December 2016, (the “Effective Date”) by and between CIP II/AR BRIDGEWATER HOLDINGS LLC, a Delaware limited liability company, having an office at c/o Advance Realty Development, 1041 U.S. Highway 202/206, Bridgewater, NJ 08807 (the "Landlord"), and MATINAS BIOPHARMA HOLDINGS, INC., a Delaware corporation, having an office at 1545 U.S. Highway 206, Suite 302, Bedminster, New Jersey 07921, (the "Tenant").
Securities Purchase Agreement Units consisting of Common Stock and Warrants June 10, 2013 CONFIDENTIALSecurities Purchase Agreement • February 7th, 2014 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS SECURITIES PURCHASE AGREEMENT AND THE OTHER OFFERING DOCUMENTS DO NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
MATINAS BIOPHARMA HOLDINGS, INC. WARRANT AGENT AGREEMENTWarrant Agent Agreement • December 14th, 2016 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • April 17th, 2015 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2023 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New Jersey
This Amendment (“Amendment”), dated as of March 3, 2023 (the “Amendment Date”), amends the Employment Agreement between MATINAS BIOPHARMA HOLDINGS, INC. (the “Company”) and JEROME D. JABBOUR (the “Executive”) dated as of March 22, 2018 (the “Agreement”). All capitalized terms not defined herein shall have the meanings set forth in the Agreement.
FINDER’S AGREEMENTFinder’s Agreement • November 2nd, 2016 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
This agreement (the “Agreement”) is entered into as of July 29, 2016 between Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Company”) and Aegis Capital Corp., a New York corporation (“Finder”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY “[***].” THERAPEUTIC DEVELOPMENT AWARD...Therapeutic Development Award Agreement • March 29th, 2021 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • Maryland
Award Amount: $4,234,249, consisting of $484,249 previously advanced and up to an additional $3,750,000 in accordance with the Payment Schedule attached hereto as Exhibit B
EMPLOYMENT AGREEMENTEmployment Agreement • October 15th, 2018 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”), entered into on September 25, 2018 with the commencement of employment to begin as of October 15, 2018 (the “Commencement Date”), is by and between MATINAS BIOPHARMA HOLDINGS, INC., a Delaware corporation (the “Company”) and Theresa Matkovits, Ph.D. (the “Executive”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY “[***].” CONSULTING AGREEMENTConsulting Agreement • November 2nd, 2022 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New Jersey
THIS CONSULTING AGREEMENT (this “Consulting Agreement”) is made and entered into between Matinas BioPharma Holdings, Inc. (the “Company”), and Dr. Raphael J. Mannino (the “Consultant”). The Company and the Consultant are referred to herein as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • December 20th, 2013 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 7th, 2014 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
This Placement Agency Agreement ("Agreement") sets forth the terms upon which Aegis Capital Corp., a New York corporation, and a registered broker-dealer and member of the Financial Industry Regulatory Authority ("FINRA") (the “Placement Agent”), shall be engaged by Matinas BioPharma, Inc., a Delaware corporation (“Matinas”) and Matinas BioPharma Holdings, Inc., a Delaware corporation (“Newco”), to act as exclusive Placement Agent in connection with the private placement (the “Offering”) of units (“Units”) of securities of Newco, each Unit consisting of (i) 250,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Newco (the “Shares”) and (ii) 125,000 warrants (the “Warrants”), with each Warrant entitling the holder to purchase one share of Common Stock for a five-year period at an exercise price of $2.00 per share. The Offering will consist of a minimum of 24 Units ($6,000,000) (the “Minimum Amount”) and a maximum of 36 Units ($9,000,000) (the “Maximum Amoun
LEASE AGREEMENT by and between A-K BEDMINSTER ASSOCIATES, L.P., Landlord and MATINAS BIOPHARMA HOLDINGS, INC. TenantLease Agreement • December 20th, 2013 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New Jersey
THIS LEASE AGREEMENT (this "Lease") is dated as of the ____ day of November 2013, by and between A-K BEDMINSTER ASSOCIATES, L.P., a New Jersey limited partnership ("Landlord"), and MATINAS BIOPHARMA HOLDINGS, INC., a Delaware corporation ("Tenant").
AGREEMENT AND PLAN OF MERGER by and among Matinas BioPharma Holdings, Inc, Matinas Merger Sub, Inc., and MATINAS BIOPHARMA, INC. Dated as of July 11, 2013Agreement and Plan of Merger • February 7th, 2014 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 11, 2013 (this “Agreement”), by and among Matinas BioPharma Holdings, Inc., a Delaware corporation (“Parent”), Matinas Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Matinas BioPharma, Inc., a Delaware corporation (the “Company”), and Roelof Rongen, as Stockholder Representative (the “Stockholder Representative”).
MATINAS BIOPHARMA HOLDINGS, INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementMatinas Biopharma • April 28th, 2017 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • March 16th, 2018 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New Jersey
THIS SEPARATION AND GENERAL RELEASE AGREEMENT (this “Separation Agreement”) is entered into between ABDEL FAWZY, with an address at 1225 Colony Preserve Drive, Boynton Beach, FL 33436 (the “Employee”) and MATINAS bIOPHARMA hOLDINGS, iNC., having an office at 1545 Route 206 South, Suite 302, Bedminster, NJ 07921 (the “Employer”). Employer, together with its past, present and future direct and indirect parent organizations, subsidiaries, affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, members, partners, attorneys and agents (in each case, individually and their official capacities), and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers, in their individual and their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing, is collectively referred to in t
SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • October 1st, 2015 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New Jersey
THIS SEPARATION AND CONSULTING AGREEMENT (this “Separation Agreement”) is entered into between George Bobotas, PhD (“Executive”) and Matinas BioPharma Holdings, Inc. (“Matinas”). Matinas, together with its past, present and future direct and indirect subsidiaries, parent(s), affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, members, partners, employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers), attorneys, and agents (individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing, is collectively referred to in this Separation Agreement as the “Released Parties.”
