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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): September 25, 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
3.03 |
Material
Modification to the Rights of Security Holders. |
The
information contained in Item 5.03 below is incorporated by reference into this Item 3.03.
| Item
5.03 |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
September 25, 2026, Matinas BioPharma Holdings, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s
Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware (the “Certificate of Amendment”),
which, at 12:01 a.m. Eastern Time on September 28, 2026 (the “Effective Date”), effected a one-for-fifteen (1:15)
reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock,
$0.0001 par value per share (the “Common Stock”). In connection with the Reverse Stock Split, the CUSIP number for
the Common Stock changed to 576810 402.
Subject
to NYSE American LLC (“NYSE American” or the “Exchange”) approval, the Company anticipates that
the Common Stock will begin trading on the NYSE American on a Reverse Stock Split-adjusted basis when the market opens on September 28,
2026.
As
a result of the Reverse Stock Split, every fifteen (15) shares of Common Stock issued and outstanding were converted into one (1) share
of Common Stock. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest
in the Company’s equity, except to the extent that the Reverse Stock Split would have resulted in some stockholders owning a fractional
share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a
fractional share of Common Stock are instead entitled to receive a proportional cash payment.
The
Reverse Stock Split did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All outstanding
securities entitling their holders to purchase or acquire shares of Common Stock, including stock options, warrants and convertible
preferred stock, were adjusted as a result of the Reverse Stock Split, as required by the terms of those securities.
At
the Company’s annual meeting of stockholders held on June 23, 2025, the stockholders of the Company voted to approve the Certificate
of Amendment. On September 16, 2026, the Board of Directors of the Company also approved and authorized the filing of the Certificate
of Amendment.
The
foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and
is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit
3.1 and is incorporated herein by reference.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
As
described above, the following exhibits are furnished as part of this report:
| Exhibit
No. |
|
Description |
| |
|
|
| 3.1 |
|
Certificate of Amendment of Certificate of Incorporation, as amended, of Matinas BioPharma Holdings, Inc., dated September 25, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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 28, 2026 |
By:
|
/s/
Jerome D. Jabbour |
| |
|
Name:
Jerome D. Jabbour |
| |
|
Title:
Chief Executive Officer |
| |
|
|
