Matinas BioPharma equity below NYSE $2M minimum

Matinas BioPharma faces multiple NYSE American equity deficiencies and must regain compliance by October 2, 2027 to avoid potential delisting.

Rhea-AI Filing Summary

Matinas BioPharma Holdings, Inc. (MTNB) reported that on August 31, 2026 it received another notice from NYSE American that it is not in compliance with the continued listing standard requiring stockholders’ equity of at least $2.0 million when a company has recent operating or net losses. Matinas reported stockholders’ equity of $1.8 million as of June 30, 2026 and losses from continuing operations and/or net losses in its five most recent fiscal years.

The company was previously notified that it also fails the $4.0 million and $6.0 million stockholders’ equity standards under Sections 1003(a)(ii) and 1003(a)(iii). NYSE American has accepted Matinas’ remediation plan and granted a plan period through October 2, 2027. During this period the shares will continue trading on NYSE American and carry the .BC noncompliance indicator. The notice does not change day-to-day business operations or SEC reporting, but Matinas remains subject to potential delisting if it does not regain compliance.

Positive

• None.

Negative

• Stockholders’ equity fell below a key NYSE American threshold, with $1.8 million reported as of June 30, 2026 versus the $2.0 million minimum, adding to existing shortfalls against the $4.0 million and $6.0 million standards and creating a clear delisting risk if compliance is not restored by October 2, 2027.

8-K Event Classification

3 items: 3.01, 8.01, 9.01

3 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 8.01 Other Events Other

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

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Stockholders’ equity: $1.8 million Minimum equity threshold Section 1003(a)(i): $2.0 million Minimum equity threshold Section 1003(a)(ii): $4.0 million +2 more

5 metrics

Stockholders’ equity $1.8 million Reported as of June 30, 2026

Minimum equity threshold Section 1003(a)(i) $2.0 million Required when losses in two of three most recent fiscal years

Minimum equity threshold Section 1003(a)(ii) $4.0 million Required when losses in three of four most recent fiscal years

Minimum equity threshold Section 1003(a)(iii) $6.0 million Required when losses in five most recent fiscal years

Plan period deadline October 2, 2027 Deadline to regain compliance with NYSE American equity standards

Key Terms

stockholders’ equity, continued listing standards, NYSE American Company Guide, plan period, +1 more

5 terms

stockholders’ equity financial

"which requires a company to have stockholders’ equity of at least $2.0 million"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

continued listing standards regulatory

"not in compliance with the continued listing standard set forth in Section 1003(a)(i)"

Ongoing rules a stock exchange requires a listed company to meet to keep its shares trading publicly, such as minimum share price, market value, timely financial reports, and governance practices. Think of it as a membership checklist for a club: falling short can lead to warnings or removal from the exchange, which can sharply reduce liquidity, investor confidence, and a stock’s value. Investors watch these standards to gauge regulatory risk and the stability of their holdings.

NYSE American Company Guide regulatory

"set forth in Section 1003(a)(i) of the NYSE American Company Guide"

A handbook of rules and requirements that govern companies listed on the NYSE American market, covering eligibility to list, ongoing disclosure duties, corporate governance expectations, and trading practices. It matters to investors because it sets the minimum standards companies must meet to join and remain on that exchange — like a routine safety inspection that signals basic reliability and transparency — helping investors judge regulatory compliance, quality of public information, and potential risks to a stock’s value.

plan period regulatory

"granted the Company a plan period through October 2, 2027"

The plan period is the specific time span during which the rules, milestones and actions of a particular corporate plan apply — for example a budgeting cycle, an employee stock award schedule, an insurance coverage window, or the enrollment phase for a benefit. Investors care because this schedule sets when costs, obligations, or potential benefits will materialize; think of it as the calendar that tells you when items on a roadmap are due and when their financial effects will show up.

noncompliant issuers regulatory

"The Company will continue to be included in the list of NYSE American noncompliant issuers"

Noncompliant issuers are companies or other entities that have failed to meet legal, regulatory, or stock-exchange rules for reporting, disclosure, or corporate conduct. For investors, this matters because lapses can trigger fines, trading suspensions, or delisting, reduce transparency and liquidity, and increase price risk—similar to a landlord evicting a tenant who breaks lease terms, which raises uncertainty and potential losses for those involved.

FAQ

What NYSE American standards is Matinas BioPharma (MTNB) currently failing?

Matinas BioPharma is not in compliance with Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide, which require stockholders’ equity of at least $2.0 million, $4.0 million and $6.0 million respectively when a company has multi-year losses.

What is Matinas BioPharma’s stockholders’ equity compared to NYSE American requirements?

As of June 30, 2026, Matinas BioPharma reported stockholders’ equity of $1.8 million, below the NYSE American $2.0 million minimum under Section 1003(a)(i) and also below the $4.0 million and $6.0 million thresholds in Sections 1003(a)(ii) and 1003(a)(iii).

Will MTNB be immediately delisted from NYSE American due to this notice?

No. The notice has no immediate impact on the listing. MTNB shares will continue to trade on NYSE American during the plan period through October 2, 2027, subject to compliance with other listing requirements and progress under the accepted remediation plan.

What is the deadline for Matinas BioPharma (MTNB) to regain NYSE American compliance?

NYSE American granted a plan period through October 2, 2027. If Matinas BioPharma is not in compliance with all required stockholders’ equity standards by this date, or does not make progress consistent with its plan, NYSE American will initiate delisting proceedings as appropriate.

How will Matinas BioPharma’s NYSE American noncompliance be shown in its ticker?

Matinas BioPharma will remain on the NYSE American list of noncompliant issuers, and its ticker symbol MTNB will continue to carry the .BC indicator. The .BC flag will be removed once the company has regained compliance with all applicable continued listing standards.

Does the NYSE American notice affect Matinas BioPharma’s operations or SEC reporting?

The company states that the notice does not affect ongoing business operations or its reporting requirements with the SEC. The primary impact relates to continued listing status and the need to improve stockholders’ equity by the October 2, 2027 deadline.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/04/2026 - 05:01 PM Accepted by SEC EDGAR 09/04/2026 - 05:00 PM Learn about SEC filing dates

false 0001582554 0001582554 2026-08-31 2026-08-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): August 31, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 31, 2026, Matinas BioPharma Holdings, Inc. (the “Company”) received written notice (the “Notice”) from the NYSE American LLC (the “NYSE American”) that it is not in compliance with the continued listing standard set forth in Section 1003(a)(i) of the NYSE American Company Guide (the “Company Guide”), which requires 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. The noncompliance was based on the Company’s reported stockholders’ equity of $1.8 million as of June 30, 2026 and losses from continuing operations and/or net losses in its five most recent fiscal years.

As previously disclosed under Item 3.01 of the Current Reports on Form 8-K filed with the Securities and Exchange Commission on April 3, 2026 and June 26, 2026, the Company also received written notices from the NYSE American indicating that the Company was not in compliance with the continued listing standards set forth in Sections 1003(a)(ii) and 1003(a)(iii) of the Company Guide. Section 1003(a)(ii) requires 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. Section 1003(a)(iii) requires 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. On May 4, 2026, the Company submitted a plan (the “Plan”) to the NYSE American advising of actions it has taken or will take to regain compliance with the continued listing standards. As previously disclosed, the NYSE American accepted the Plan and granted the Company a plan period through October 2, 2027 (the “Plan Period,” and such date, the “Plan Period Deadline”) to regain compliance with the continued listing standards. If the Company is not in compliance with all stockholders’ equity standards by the Plan Period Deadline, or does not make progress consistent with the Plan during the Plan Period, the NYSE American will initiate delisting proceedings as appropriate. 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 during the Plan Period, subject to the Company’s compliance with the other listing requirements of the NYSE American. The Company will continue to be included in the list of NYSE American noncompliant issuers, and the common stock will continue to trade under the symbol “MTNB.” The .BC indicator will continue to be disseminated with the Company’s ticker symbol. The .BC indicator will be removed when the Company has regained compliance with all applicable continued listing standards. The Notice does not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission.

Item 8.01. Other Events.

On September 4, 2026, in accordance with the NYSE American’s procedures, the Company issued a press release discussing the matters disclosed in Item 3.01 of this Current Report on Form 8-K. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release, dated September 4, 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: September 4, 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. (September 4, 2026) – Matinas BioPharma Holdings, Inc. (the “Company”) (NYSE American: MTNB) announced today that on August 31, 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. As of June 30, 2026, the Company had stockholders’ equity of $1.8 million and has had losses from continuing operations and/or net losses in its five most recent fiscal years ended December 31, 2025. As previously disclosed, the Company is also not in compliance with Section 1003(a)(ii) and Section 1003(a)(iii) of the Company Guide. Due to its noncompliance with Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the Company Guide, the Company is subject to the procedures and requirements of Section 1009 of the Company Guide.

As previously disclosed, on May 4, 2026, the Company submitted a plan (the “Plan”) to the NYSE American to regain compliance with the continued listing standards and the NYSE American accepted the Plan and granted the Company a plan period through October 2, 2027 (the “Plan Period,” and such date, the “Plan Period Deadline”). If the Company is not in compliance with all stockholders’ equity standards by the Plan Period Deadline, or does not make progress consistent with the Plan during the Plan Period, the NYSE American will initiate delisting proceedings as appropriate. 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 during the Plan Period, subject to the Company’s compliance with the other listing requirements of the NYSE American. The Company will continue to be included in the list of NYSE American noncompliant issuers and the .BC indicator will continue to be disseminated with the Company’s ticker symbol(s). The .BC indicator will be removed when the Company has regained compliance with all applicable continued listing standards. The Notice does not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission.

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

# # #

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 14.2 KB
• EX-99 GRAPHIC 3.0 KB

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