Matinas BioPharma (NYSE American: MTNB) faces NYSE non-compliance and cure deadline
Rhea-AI Filing Summary
Matinas BioPharma Holdings, Inc. reported that it received a notice from NYSE American on April 2, 2026 stating it is not in compliance with the exchange’s continued listing standards because of low stockholders’ equity and multi-year losses.
As of December 31, 2025, stockholders’ equity was $4.83 million and the company reported losses in each of the most recent five fiscal years, below the $6.0 million equity requirement for issuers with five years of losses. Matinas has until May 2, 2026 to submit a plan and may have up to an 18‑month cure period if the plan is accepted. The company’s shares remain listed for now, but delisting proceedings could begin if NYSE American does not accept the plan or if compliance is not regained. The company also highlighted that its auditor’s report on the 2025 financial statements includes an explanatory paragraph raising substantial doubt about its ability to continue as a going concern.
Positive
- None.
Negative
- NYSE American non-compliance and delisting risk: The company received a notice that it fails equity-based continued listing standards, triggering a plan submission deadline and potential delisting proceedings if it cannot regain compliance.
- Going concern uncertainty: The independent auditor’s report on 2025 financials includes an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern.
Insights
Notice of non-compliance and going-concern language signal elevated risk.
Matinas BioPharma disclosed NYSE American non-compliance because stockholders’ equity of $4.83 million as of December 31, 2025 falls short of the $6.0 million threshold for issuers with five years of losses. The company has reported losses in each of its last five fiscal years.
Under Section 1009 procedures, Matinas must submit a compliance plan by May 2, 2026 and could have up to an 18‑month cure period if the plan is accepted. Failure to gain acceptance would start delisting proceedings, though an appeal process is available.
The company notes that an explanatory paragraph in its 2025 audit report raises substantial doubt about its ability to continue as a going concern. Together, the listing deficiency and going‑concern language reflect meaningful financial strain. Subsequent company filings will indicate whether NYSE American accepts the plan and whether equity levels and profitability trends improve.
8-K Event Classification
Key Figures
Key Terms
continued listing standards regulatory
stockholders’ equity financial
going concern financial
Cure Period regulatory
NYSE American Company Guide regulatory
Phase 2 EnACT study medical
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 2, 2026, Matinas BioPharma Holdings, Inc. (the “Company”) received a written notice (the “Notice”) from the NYSE American LLC (the “NYSE American”) indicating that the Company is not in compliance with the NYSE American continued listing standards set forth in Section 1003(a)(i) of the NYSE American Company Guide (the “Company Guide”) requiring a company to have stockholders’ equity of at least $2.0 million if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years, Section 1003(a)(ii) of the Company Guide requiring a company to have stockholders’ equity of at least $4.0 million if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years and Section 1003(a)(iii) of the Company Guide requiring a company to have stockholders’ equity of at least $6.0 million if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years. As of December 31, 2025, the Company had stockholders’ equity of $4.83 million and has had losses in the most recent five fiscal years ended December 31, 2025. The Notice also indicates that the Company is not currently eligible for any exemption in Section 1003(a) of the Company Guide.
The Company is now subject to the procedures and requirements of Section 1009 of the Company Guide. The Company has until May 2, 2026 to submit a plan (the “Plan”) of actions it has taken or will take to regain compliance with the continued listing standards and may be eligible for up to 18 months from receipt of the Notice (“Cure Period”) to regain compliance. The Company intends to submit the Plan to regain compliance with NYSE American listing standards. However, there can be no assurance that the Company will be able to achieve compliance with such standards within the Cure Period. If the NYSE American accepts the Plan, the Company will be able to continue its listing during the Cure Period and will be subject to periodic reviews including quarterly monitoring for compliance with the Plan until it has regained compliance. If the Plan is not accepted by the NYSE American, the Notice states that delisting proceedings will commence. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.
The Notice has no immediate impact on the listing of the Company’s shares of common stock, which will continue to be listed and traded on the NYSE American, subject to the Company’s compliance with the other listing requirements of the NYSE American. The Notice does not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission.
On April 3, 2026, the Company issued a press release discussing the matters disclosed in Item 3.01 above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press Release, dated April 3, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, contained in this Current Report on Form 8-K are forward-looking statements. Forward-looking statements contained in this Current Report on Form 8-K may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “suggest,” “target,” “aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict, including with respect to the Company’s plans related to regaining compliance with the NYSE American’s continued listing standards. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. For a further discussion of risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of the Company in general, see the risk disclosures in the Annual Report on Form 10-K of the Company for the year ended December 31, 2025 and in other filings made with the Securities and Exchange Commission by the Company. All such forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MATINAS BIOPHARMA HOLDINGS, INC. | ||
| Dated: April 3, 2026 | By: | /s/ Jerome D. Jabbour |
| Name: | Jerome D. Jabbour | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Matinas BioPharma Receives Notice of Non-Compliance with NYSE American Continued Listing Standards
BEDMINSTER, N.J. (April 3, 2026) – Matinas BioPharma Holdings, Inc. (the “Company”) (NYSE American: MTNB) announced today that on April 2, 2026, it received a notice (the “Notice”) from the NYSE American LLC (the “NYSE American”) stating that the Company is not in compliance with the NYSE American continued listing standards set forth in Section 1003(a)(i) of the NYSE American Company Guide (the “Company Guide”) requiring a company to have stockholders’ equity of at least $2.0 million if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years, Section 1003(a)(ii) of the Company Guide requiring a company to have stockholders’ equity of at least $4.0 million if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years and Section 1003(a)(iii) of the Company Guide requiring a company to have stockholders’ equity of at least $6.0 million if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years. As of December 31, 2025, the Company had stockholders’ equity of $4.83 million and has had losses in the most recent five fiscal years ended December 31, 2025. The Notice also indicates that the Company is not currently eligible for any exemption in Section 1003(a) of the Company Guide.
The Company is now subject to the procedures and requirements of Section 1009 of the Company Guide. The Company has until May 2, 2026 to submit a plan (the “Plan”) of actions it has taken or will take to regain compliance with the continued listing standards and may be eligible up to 18 months from receipt of the Notice (“Cure Period”) to regain compliance. The Company intends to submit the Plan to regain compliance with NYSE American listing standards. However, there can be no assurance that the Company will be able to achieve compliance with such standards within the Cure Period. If the NYSE American accepts the Plan, the Company will be able to continue its listing during the Cure Period and will be subject to periodic reviews including quarterly monitoring for compliance with the Plan until it has regained compliance. If the Plan is not accepted by the NYSE American, the Notice states that delisting proceedings will commence. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.
The Notice has no immediate impact on the listing of the Company’s shares of common stock, which will continue to be listed and traded on the NYSE American, subject to the Company’s compliance with the other listing requirements of the NYSE American. The Notice does not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission.
Also, as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the independent registered public accounting firm’s report includes an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern. Release of this information is required by Section 610(b) of the NYSE American Company Guide. It does not represent any change or amendment to any of the Company’s filings for the fiscal year ended December 31, 2025.
About Matinas BioPharma
Matinas BioPharma is a biopharmaceutical company focused on delivering groundbreaking therapies using its lipid nanocrystal (LNC) platform delivery technology.
About MAT2203
Matinas BioPharma’s MAT2203 is a potential oral broad-spectrum treatment for invasive deadly fungal infections. Although amphotericin B is a fungicidal agent, it is currently only available through an intravenous route of administration, which is known to be associated with several significant safety issues such as renal toxicity and anemia due to very high circulating levels of amphotericin B. MAT2203 has the potential to overcome the significant limitations of the currently available amphotericin B products due to its targeted oral delivery. Combining comparable fungicidal activity with targeted delivery results in a lower risk of toxicity and potentially creates the ideal antifungal agent for the treatment of invasive fungal infections. MAT2203 was successfully evaluated in the completed Phase 2 EnACT study in HIV patients suffering from cryptococcal meningitis, meeting its primary endpoint and achieving robust survival. MAT2203 was planned to be further evaluated in a single Phase 3 registration trial as an oral step-down monotherapy following treatment with AmBisome (liposomal amphotericin B) compared with the standard of care in patients with invasive aspergillosis who have limited treatment options.
For more information, please visit www.matinasbiopharma.com.
Forward-Looking Statements
This release contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, contained in this release are forward-looking statements. Forward-looking statements contained in this release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “suggest,” “target,” “aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict, including with respect to the Company’s plans related to regaining compliance with the NYSE American’s continued listing standards. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. For a further discussion of risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of the Company in general, see the risk disclosures in the Annual Report on Form 10-K of the Company for the year ended December 31, 2025 and in other filings made with the Securities and Exchange Commission by the Company. All such forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise.
Investor Contact
Jerome D. Jabbour
Chief Executive Officer
(908) 484-8805
operations@matinasbiopharma.com
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