Matinas Biopharma (MTNB) updates selling holders for 16,894,212-share resale registration

Rhea-AI Filing Summary

Matinas Biopharma Holdings, Inc. files a prospectus supplement updating the list of selling stockholders for a previously registered resale of 16,894,212 shares of Common Stock. The registered shares consist of 5,631,404 shares issuable upon conversion of Series C Convertible Preferred Stock and 11,262,808 shares issuable upon exercise of Warrants. The supplement reports pro rata distributions and assignments of Preferred Stock and Warrants by Sanitam Partners LLC and Platinum Point Capital LLC to underlying holders and an employee benefit plan. The resale registration covers shares held by listed selling stockholders; the prospectus states the company will not receive proceeds from resales by the selling stockholders. Shares outstanding were 6,406,191 as of June 22, 2026. The supplement also discloses a last reported sale price of $0.60 on June 18, 2026.

Insights

Securities Structuring Analyst

Resale registration updates holder assignments; no new securities are registered.

The supplement restates a previously filed resale registration for an aggregate of 16,894,212 shares, split between conversion shares and warrant shares. It updates the selling stockholder table to reflect distributions and assignments from Sanitam and Platinum Point to specific holders.

Cash‑flow treatment is explicit: the company is not the seller and will not receive resale proceeds. The filing also cites beneficial ownership limits of 9.99% (conversion) and 4.99% (warrants), which constrain conversions/exercises. Subsequent holder activity may change holdings; timing and exact amounts any individual may sell are not specified here.

Capital Markets Lawyer

Prospectus supplement is administrative—updates selling holders and clarifies distribution mechanics.

The document amends the selling stockholders list to reflect pro rata distributions and an assignment; it expressly states no additional securities are being registered. The supplement cites the original prospectus dated April 29, 2025 and updates table entries as of June 22, 2026.

Investors should note the beneficial ownership limitations (9.99% and 4.99%) which are preserved in the disclosure and will limit conversion/exercise by any single holder. Cash‑flow recipients for resale transactions are the selling stockholders, not the issuer.

Key Figures

Registered shares: 16,894,212 shares Conversion shares: 5,631,404 shares Warrant shares: 11,262,808 shares +4 more

7 metrics

Registered shares 16,894,212 shares aggregate registered for resale in prospectus supplement

Conversion shares 5,631,404 shares issuable upon conversion of Series C Convertible Preferred Stock

Warrant shares 11,262,808 shares issuable upon exercise of Warrants

Shares outstanding 6,406,191 shares as of June 22, 2026

Last reported sale price $0.60 as reported on NYSE American on June 18, 2026

Beneficial ownership limit (conversion) 9.99% limit on shares issuable upon conversion of Preferred Stock

Beneficial ownership limit (warrants) 4.99% limit on shares issuable upon exercise of Warrants

Key Terms

Warrants, Series C Convertible Preferred Stock, Prospectus Supplement, Beneficial ownership limitation

4 terms

Warrants financial

"11,262,808 shares of Common Stock (the “Warrant Shares”) issuable upon the exercise of warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Series C Convertible Preferred Stock financial

"5,631,404 shares of Common Stock issuable upon the conversion of 3,300 shares of the Company’s Series C Convertible Preferred Stock"

Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.

Prospectus Supplement regulatory

"This prospectus supplement supplements the prospectus dated April 29, 2025"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Beneficial ownership limitation regulatory

"subject to a beneficial ownership limitation of 9.99% and ... 4.99%"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 06/22/2026 - 04:18 PM Accepted by SEC EDGAR 06/22/2026 - 04:15 PM Learn about SEC filing dates

FAQ

What does the prospectus supplement for Matinas Biopharma (MTNB) update?

It updates the list of selling stockholders and reflects distributions/assignments by specific holders. The supplement revises table entries as of June 22, 2026 and does not register additional securities.

How many shares are registered for resale under this prospectus supplement?

The resale registration covers 16,894,212 shares in aggregate. That total includes conversion shares and warrant shares previously described in the underlying prospectus.

What types of shares make up the 16,894,212 registered shares?

The shares comprise 5,631,404 shares issuable on conversion of Series C Convertible Preferred Stock and 11,262,808 shares issuable on exercise of Warrants, as stated in the supplement.

Will Matinas receive proceeds from sales under this registration?

No. The supplement states these are resales by selling stockholders and that the company will not receive proceeds from such resales by those holders.

What beneficial ownership limits apply to conversion and warrant exercises?

The filing specifies a 9.99% beneficial ownership limit for conversion of Preferred Stock and a 4.99% limit for exercise of Warrants, which restricts conversions/exercises by any single holder.

Filed Pursuant to Rule 424(b)(7)

Registration No. 333-286686

PROSPECTUS SUPPLEMENT NO. 1

(To Prospectus dated April 29, 2025)

16,894,212 Shares of Common Stock

This prospectus supplement supplements the prospectus dated April 29, 2025, relating to the resale by the selling stockholders identified in the prospectus (each, a “Selling Stockholder,” and collectively, the “Selling Stockholders”) of up to an aggregate of 16,894,212 shares of Matinas Biopharma Holdings, Inc. (the “Company”) common stock, par value $0.0001 per share (“Common Stock”) consisting of (i) 5,631,404 shares of Common Stock issuable upon the conversion of 3,300 shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 (the “Preferred Stock”), and (ii) 11,262,808 shares of Common Stock (the “Warrant Shares”) issuable upon the exercise of warrants (the “Warrants”).

This prospectus supplement is being filed solely to update the list of Selling Stockholders to reflect (x) the distribution of (i) 1,406 shares of Preferred Stock and (ii) Warrants to purchase 4,798,636 Warrant Shares, previously issued to Sanitam Partners LLC (“Sanitam”), to its underlying equityholders and (y) the assignment of (i) 265 shares of Preferred Stock and (ii) Warrants to purchase 800,000 Warrant Shares, previously issued to Platinum Point Capital LLC (“Platinum Point”), to SternAegis Ventures LLC Defined Benefit Plan for the Benefit of Adam K. Stern. No additional securities are being registered by this prospectus supplement. The shares covered hereby were previously registered for resale pursuant to the registration statement referenced herein.

You should read this prospectus supplement, together with the related prospectus and the additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information” carefully before you invest in any of our securities.

Our Common Stock is listed on the NYSE American LLC (“NYSE American”) under the symbol “MTNB.” On June 18, 2026, the last reported sale price of our Common Stock as reported on NYSE American was $0.60.

An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described in the section captioned “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission, or the SEC, on March 31, 2026 and our other filings we make with the SEC from time to time, which are incorporated by reference herein in their entirety, together with other information in this prospectus and the information incorporated by reference herein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is June 22, 2026.

The following information is provided to update the Selling Stockholders table in the prospectus to reflect (i) the distribution of shares of Preferred Stock and Warrants, previously issued to Sanitam, to its underlying investors and (ii) the assignment of shares of Preferred Stock and Warrants, previously issued to Platinum Point, to SternAegis Ventures LLC Defined Benefit Plan for the Benefit of Adam K. Stern. This prospectus supplement includes information with respect to Selling Stockholders not previously listed in the prospectus.

SELLING STOCKHOLDERS

The following information is provided as of June 22, 2026 to update the “Selling Shareholders” section of the Prospectus to reflect (i) the pro rata distribution by Sanitam to its equityholders of 1,406 shares of Preferred Stock and Warrants to Purchase 4,798,636 Warrant Shares, and (ii) the assignment by Platinum Point to SternAegis Ventures LLC Defined Benefit Plan for the Benefit of Adam K. Stern of 265 shares of Preferred Stock and Warrants to Purchase 800,000 Warrant Shares, as reflected in the table set forth below.

With respect to only the Selling Shareholders listed in the table below, the information set forth in the table below supersedes and replaces the information regarding such Selling Shareholders in the Prospectus. Information regarding each of the Selling Shareholders listed in the table below is based on information provided by each of them as of the date of this prospectus supplement.

Information about the Selling Shareholders, including those listed below, may change over time. Since the date of the Prospectus, certain of the Selling Shareholders listed below have sold a portion of their shares of Common Stock registered thereunder and certain other Selling Shareholders may also have sold or otherwise transferred their shares of Common Stock registered thereunder. This prospectus supplement does not provide any updates with respect to any Selling Shareholders not listed in the table below.

Name of Selling Stockholders		Shares Owned prior to Offering				Shares Offered by this Prospectus				Shares Owned after Offering				Percentage of Shares Beneficially Owned after Offering (1)(18)
Cheryl Hintzen (2)			1,535,835	(3)			1,535,835				-				-
AKS Family Partners, LP (4)			589,254	(5)			517,064				72,190	(5)			1.04	%
DSN Ventures LLC (6)			1,732,419	(7)			1,689,419				43,000				*
Zemel Family Trust (8)			844,709	(9)			844,709				-				-
TSSC Outlot LLC (10)			307,167	(11)			307,167				-				-
Lester Petracca (12)			767,918	(13)			767,918				-				-
John Lipman (14)			1,535,837	(15)			1,535,837				-				-
SternAegis Ventures LLC Defined Benefit Plan for the Benefit of Adam K. Stern (16)			1,273,568	(17)			1,252,218				21,350	(17)			*

* Less than 1 percent

(1)	Percentages are based on 6,406,191 shares of Common Stock outstanding as of June 22, 2026.
(2)	The address of Cheryl Hintzen is 7000 N 16th St., Phoenix, AZ 85020.
(3)	Includes (i) 511,945 shares of Common Stock issuable upon conversion of Preferred Stock and (ii) 1,023,890 shares of Common Stock issuable upon exercise of Warrants.
(4)	Adam Stern is the General Partner of AKS Family Partners, LP and has voting and investment control over the securities held by AKS Family Partners, LP, AKS Family Foundation, Stern Aegis Ventures, LLC Defined Benefit Plan for the Benefit of Adam K. Stern, Pavillion Capital Partners LLC, Piper Venture Partners LLC, IRA Adam K. Stern - Rollover IRA and Stern Aegis Ventures LLC 401k Plan for the Benefit of Adam K. Stern. The address of AKS Family Partners, LP is 888 C 8th Ave #530, New York, NY 10019.
(5)	Includes the following shares owned by AKS Family Partners, LP: (i) 172,354 shares of Common Stock issuable upon conversion of Preferred Stock, (ii) 344,710 shares of Common Stock issuable upon exercise of Warrants and (iii) 72,190 shares of Common Stock. Excludes (x) the following shares owned by Stern Aegis Ventures LLC Defined Benefit Plan for the Benefit of Adam K. Stern: (i) 452,218 shares of Common Stock issuable upon conversion of Preferred Stock, (ii) 800,000 shares of Common Stock issuable upon exercise of Warrants and (iii) 21,350 shares of Common Stock, and (y) (i) 28,260 shares of Common Stock owned by Mr. Stern, (ii) 26,500 shares of Common Stock owned by AKS Family Foundation, (iii) 6,000 shares of Common Stock owned by Pavillion Capital Partners LLC of which Mr. Stern is the Managing Member, (iv) 6,000 shares of Common Stock owned by Piper Venture Partners LLC of which Mr. Stern is the Managing Member, (v) 1,000 shares of Common Stock owned by IRA Adam K. Stern - Rollover IRA and (vi) 3,000 shares of Common Stock owned by Stern Aegis Ventures LLC 401k Plan for the Benefit of Adam K. Stern.
(6)	David Nagelberg is the Manager of DSN Ventures LLC and has voting and investment control over the securities held by DSN Ventures LLC. The address of DSN Ventures LLC is 1100 S. Flagler Drive, Unit 1502, West Palm Beach, FL 33401.
(7)	Includes (i) 563,139 shares of Common Stock issuable upon conversion of Preferred Stock, (ii) 1,126,280 shares of Common Stock issuable upon exercise of Warrants and (iii) 43,000 shares of Common Stock.
(8)	Barry Zemel is the Trustee of Zemel Family Trust and has voting and investment control over the securities held by Zemel Family Trust. The address of Zemel Family Trust is PO Box 47638, Phoenix, AZ 85068.
(9)	Includes (i) 281,569 shares of Common Stock issuable upon conversion of Preferred Stock and (ii) 563,140 shares of Common Stock issuable upon exercise of Warrants.
(10)	Douglas Gannett is the Manager of TSSC Outlot LLC and has voting and investment control over the securities held by TSSC Outlot LLC. The address of TSSC Outlot LLC is 2871 Eastside Hwy, Stevensville, MT 59870.
(11)	Includes (i) 102,389 shares of Common Stock issuable upon conversion of Preferred Stock and (ii) 204,778 shares of Common Stock issuable upon exercise of Warrants.
(12)	The address of Lester Petracca is 25 Bonnie Heights Road, Manhasset, NY 11030.
(13)	Includes (i) 255,972 shares of Common Stock issuable upon conversion of Preferred Stock and (ii) 511,946 shares of Common Stock issuable upon exercise of Warrants.
(14)	The address of John Lipman is 55 Buckfield Lane, Greenwich, CT 06831.
(15)	Includes (i) 511,945 shares of Common Stock issuable upon conversion of Preferred Stock and (ii) 1,023,892 shares of Common Stock issuable upon exercise of Warrants.
(16)	Adam Stern is the Trustee of Stern Aegis Ventures LLC Defined Benefit Plan for the Benefit of Adam K. Stern and has voting and investment control over the securities held by SternAegis Ventures LLC Defined Benefit Plan for the Benefit of Adam K. Stern, AKS Family Partners, LP, AKS Family Foundation, Pavillion Capital Partners LLC, Piper Venture Partners LLC, IRA Adam K. Stern - Rollover IRA and Stern Aegis Ventures LLC 401k Plan for the Benefit of Adam K. Stern. The address of SternAegis Ventures LLC Defined Benefit Plan for the Benefit of Adam K. Stern is 888 C 8th Ave #530 New York, NY 10019.
(17)	Includes the following shares owned by Stern Aegis Ventures LLC Defined Benefit Plan for the Benefit of Adam K. Stern: (i) 452,218 shares of Common Stock issuable upon conversion of Preferred Stock, (ii) 800,000 shares of Common Stock issuable upon exercise of Warrants and (iii) 21,350 shares of Common Stock. Excludes (x) the following shares owned by AKS Family Partners, LP: (i) 172,354 shares of Common Stock issuable upon conversion of Preferred Stock, (ii) 344,710 shares of Common Stock issuable upon exercise of Warrants and (iii) 72,190 shares of Common Stock and (y)(i) 28,260 shares of Common Stock owned by Mr. Stern, (ii) 26,500 shares of Common Stock owned by AKS Family Foundation, (iii) 6,000 shares of Common Stock owned by Pavillion Capital Partners LLC of which Mr. Stern is the Managing Member, (iv) 6,000 shares of Common Stock owned by Piper Venture Partners LLC of which Mr. Stern is the Managing Member, (v) 1,000 shares of Common Stock owned by IRA Adam K. Stern - Rollover IRA and (vi) 3,000 shares of Common Stock owned by Stern Aegis Ventures LLC 401k Plan for the Benefit of Adam K. Stern.
(18)	The actual number of shares that may be acquired by the Selling Shareholder is not currently known. The shares of Common Stock issuable upon conversion of the Preferred Stock are subject to a beneficial ownership limitation of 9.99% and the shares of Common Stock issuable upon exercise of the Warrants are subject to a beneficial ownership limitation of 4.99%, which limitations restrict the Selling Shareholder from converting an amount of Preferred Stock and/or exercising that portion of the Warrants that would result in the Selling Shareholder and its affiliates owning upon such conversion and/or exercise a number of shares of Common Stock in excess of the beneficial ownership limitation of 9.99% or 4.99%, respectively.