Matinas BioPharma pays $563K to end advisor agreement

The former agreement provided for payments of up to $2.0 million in cash and up to $2.0 million in stock.

Available on EDGAR 11/03/2026 - 04:30 PM EST Accepted by SEC EDGAR 11/03/2026 - 04:30 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Matinas BioPharma Holdings, Inc. terminated its agreement with a former financial advisor on November 3, 2026. Matinas paid the advisor $562,500 in cash, and the parties exchanged mutual releases subject to certain contingencies. The former agreement provided for payments to the advisor in connection with the closing of certain business combinations.

Filing Explained

The terminated advisor agreement had provided for up to $2.0 million in cash and up to $2.0 million in stock tied to certain business-combination closings, so those figures were ceilings, not statements that either maximum was paid.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Cash payment on termination: $562,500 in cash Maximum cash payment under agreement: Up to $2.0 million in cash Maximum stock payment under agreement: Up to $2.0 million in stock

3 metrics

Cash payment on termination $562,500 in cash Paid to the former financial advisor in connection with termination

Maximum cash payment under agreement Up to $2.0 million in cash Payment in connection with the closing of certain business combinations

Maximum stock payment under agreement Up to $2.0 million in stock Payment in connection with the closing of certain business combinations

Key Terms

business combinations, mutual releases, contingencies

3 terms

business combinations financial

"the closing of certain business combinations"

Business combinations occur when two or more companies join together to operate as a single entity, often through merging or acquiring one another. This process can be compared to two businesses coming together to form a larger company, similar to two teams combining to create a stronger, more competitive group. For investors, understanding business combinations is important because they can significantly affect a company's value, market share, and future growth prospects.

mutual releases regulatory

"exchanged mutual releases, subject to certain contingencies"

A mutual release is a legal agreement in which two parties agree to give up any present or future claims against each other arising from a specified matter, effectively ending disputes and preventing new lawsuits on those issues. For investors, mutual releases matter because they remove or limit potential liabilities and uncertainty—like both sides agreeing to drop their complaints and walk away—which can affect a company’s legal exposure, financial reserves, and perceived risk.

contingencies regulatory

"subject to certain contingencies"

Contingencies are potential events or conditions that might happen in the future and could affect a person’s or organization’s financial situation. They are like warning signs or possibilities, such as a storm that might or might not occur, which could require extra preparation or expense. Investors pay attention to contingencies because they can influence the value or stability of investments if those events come to pass.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much cash did MTNB pay its former advisor?

Matinas paid the former financial advisor $562,500 in cash in connection with termination of the agreement on November 3, 2026.

What payments did MTNB's former advisor agreement provide for?

The agreement provided for payments of up to $2.0 million in cash and up to $2.0 million in stock in connection with the closing of certain business combinations.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 3, 2026

MATINAS BIOPHARMA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38022		46-3011414
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer ID Number)

1545 Route 206 South, Suite 302 Bedminster, New Jersey		07921
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (908) 484-8805

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock		MTNB		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On November 3, 2026, Matinas BioPharma Holdings, Inc. (the “Company”) and a former financial advisor to the Company (the “Advisor”) terminated the agreement between the Company and the Advisor. That agreement provided for, among other things, the payment to the Advisor of up to $2.0 million in cash and up to $2.0 million in stock in connection with the closing of certain business combinations. In connection with the termination, the Company paid the Advisor $562,500 in cash, and the Company and the Advisor exchanged mutual releases, subject to certain contingencies.

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: November 3, 2026	By:	/s/ Jerome D. Jabbour
	Name:	Jerome D. Jabbour
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB