SEC Comment Letter for Matinas BioPharma Holdings, Inc. (MTNB) (CIK 0001582554) (MTNB) — May 1, 2015
Matinas BioPharma Holdings, Inc. (MTNB) (CIK 0001582554)
Date: May 1, 2015 · CIK: 0001582554 · Accession: 0000000000-15-024196
AI Filing Summary & Sentiment
File numbers found in text: 333-193455
Letter
April 30, 2015 Via E -mail Roelof Rongen Chief Executive Officer Matinas BioPharma Holdings, Inc. 1545 Route 206 South, Suite 302 Bedminster, New Jersey 07921
Re: Matinas BioPharma Holdings, Inc. Post-Effective Amendment No. 2 to Form S-1 Filed April 17, 2015 File No. 333-193455
Dear Mr. Rongen :
We have reviewed your post-effective amendment and have the following comment. If you do not believe this comment is applicable to your facts and circumstances, please tell us why in a response.
After reviewing any information you provide in response to this comment, we may have additional comments.
Other Comments
1. We note that you submitted an application for confidential t reatment on March 31, 2015. Please be advised that w e will not be in a position to grant effectiveness to your registration statement until such time as comments to this application, if any, have been resolved .
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comment, before we can d eclare the amended registration statement effective, the company should provide us with a letter, acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commi ssion from taking any action with respect to the filing;
Roelof Rongen Matinas BioPharma Holdings, Inc. April 30, 2015 Page 2
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please conta ct Scot Foley at (202) 551 -3383 , Daniel Greenspan at (202) 551 -3623 or me at (202) 551 -3715 with any questions.
Sincerely,
/s/ Daniel Greenspan for
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April 30, 2015 Via E -mail Roelof Rongen Chief Executive Officer Matinas BioPharma Holdings, Inc. 1545 Route 206 South, Suite 302 Bedminster, New Jersey 07921 Re: Matinas BioPharma Holdings, Inc. Post-Effective Amendment No. 2 to Form S-1 Filed April 17, 2015 File No. 333-193455 Dear Mr. Rongen : We have reviewed your post-effective amendment and have the following comment. If you do not believe this comment is applicable to your facts and circumstances, please tell us why in a response. After reviewing any information you provide in response to this comment, we may have additional comments. Other Comments 1. We note that you submitted an application for confidential t reatment on March 31, 2015. Please be advised that w e will not be in a position to grant effectiveness to your registration statement until such time as comments to this application, if any, have been resolved . We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comment, before we can d eclare the amended registration statement effective, the company should provide us with a letter, acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commi ssion from taking any action with respect to the filing; Roelof Rongen Matinas BioPharma Holdings, Inc. April 30, 2015 Page 2 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please conta ct Scot Foley at (202) 551 -3383 , Daniel Greenspan at (202) 551 -3623 or me at (202) 551 -3715 with any questions. Sincerely, /s/ Daniel Greenspan for Jeffrey P. Riedler Assistant Director cc: Michael J. Lerner, Esq. Steven M. Skolnick, Esq. Lowenstein Sandler LLP 1251 Avenue of the Americas New York, New York 10020