SEC Comment Letter for Matinas BioPharma Holdings, Inc. (MTNB) (CIK 0001582554) (MTNB) — Dec 21, 2016
Matinas BioPharma Holdings, Inc. (MTNB) (CIK 0001582554)
Date: Dec. 21, 2016 · CIK: 0001582554 · Accession: 0000000000-16-105974
AI Filing Summary & Sentiment
Letter
December 21, 2016 Roelof Rongen Chief Executive Officer Matinas BioPharma Holdings, Inc. 1545 Route 206 South, Suite 302 Bedminster, New Jersey 07921
Re: Matinas BioPharma Holdings, Inc. Tender Offer Statement on Schedule TO Filed December 14 , 2016 File No. 005-89724
Dear Mr. Rongen :
We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circums tances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments.
Exhibit (a)(1)(B)
Important Procedures, page 2
1. Disclosure sta tes that a holder may withdraw after February 13, 2017, if tenders have not been accepted by that time . We believe this date should be February 10, 2017 pursuant to Rule 13e -4(f)(2)(ii) . Please advise.
Because we do not have any formal commitments …, page 14
2. Disclosure states that directors and executive officers collectively hold 6,251,492 Original Warrants . Please reconcile this disclosure with that appearing on page 58.
Roelof Rongen Matinas BioPharma Holdings, Inc. December 21 , 2016 Page 2 Exhibit (a)(1)(C)
Acknowledgments and Representations and Warranties, page 4
3. Representations and warranties (2) through (5) , set forth on page 5, appear to operate as disclaimers or waivers of rights and/or to impermissibly restrict participation in the tender offer under Rule 13e -4(f)(8)(i). Please revise to eliminate these representat ions as a requirement to tender, or provide an analysis as to how these represen tations do not so operate and are consistent with Rule 13e -4(f)(8)(i).
We remind you that the filing person (s) are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact me at (202) 551 -3503 if you have any questions .
Sincerely,
/s/ David L. Orlic
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December 21, 2016 Roelof Rongen Chief Executive Officer Matinas BioPharma Holdings, Inc. 1545 Route 206 South, Suite 302 Bedminster, New Jersey 07921 Re: Matinas BioPharma Holdings, Inc. Tender Offer Statement on Schedule TO Filed December 14 , 2016 File No. 005-89724 Dear Mr. Rongen : We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circums tances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments. Exhibit (a)(1)(B) Important Procedures, page 2 1. Disclosure sta tes that a holder may withdraw after February 13, 2017, if tenders have not been accepted by that time . We believe this date should be February 10, 2017 pursuant to Rule 13e -4(f)(2)(ii) . Please advise. Because we do not have any formal commitments …, page 14 2. Disclosure states that directors and executive officers collectively hold 6,251,492 Original Warrants . Please reconcile this disclosure with that appearing on page 58. Roelof Rongen Matinas BioPharma Holdings, Inc. December 21 , 2016 Page 2 Exhibit (a)(1)(C) Acknowledgments and Representations and Warranties, page 4 3. Representations and warranties (2) through (5) , set forth on page 5, appear to operate as disclaimers or waivers of rights and/or to impermissibly restrict participation in the tender offer under Rule 13e -4(f)(8)(i). Please revise to eliminate these representat ions as a requirement to tender, or provide an analysis as to how these represen tations do not so operate and are consistent with Rule 13e -4(f)(8)(i). We remind you that the filing person (s) are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact me at (202) 551 -3503 if you have any questions . Sincerely, /s/ David L. Orlic David L. Orlic Special Co unsel Office of Mergers and Acquisitions cc: Steven Skolnick, Esq. Lowenstein Sandler LLP