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Matinas BioPharma (NYSE: MTNB) put on NYSE American equity compliance plan to avoid delisting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Matinas BioPharma Holdings, Inc. has received another notice from NYSE American that it is not meeting continued listing standards tied to stockholders’ equity. The exchange cited Section 1003(a)(ii), which requires at least $4.0 million in equity when a company has losses in three of its four most recent fiscal years, while Matinas reported stockholders’ equity of $3.022 million as of March 31, 2026 and losses in five recent fiscal years.

The company had previously been notified that it also failed Section 1003(a)(iii), which requires at least $6.0 million in equity after losses in five consecutive years, with equity of $4.83 million as of December 31, 2025. NYSE American has accepted Matinas’ compliance plan and granted a plan period through October 2, 2027, during which the stock will remain listed on NYSE American under the symbol MTNB, subject to ongoing review and satisfaction of other listing requirements.

Positive

  • None.

Negative

  • NYSE American equity non-compliance and delisting risk: Matinas reported stockholders’ equity of $3.022 million as of March 31, 2026 versus NYSE American thresholds of $4.0 million and $6.0 million tied to multi-year losses, creating an extended period of listing uncertainty through the October 2, 2027 plan deadline.

Insights

Matinas faces extended equity deficiency review with delisting risk if turnaround falls short.

Matinas BioPharma is currently below NYSE American equity thresholds under Sections 1003(a)(ii) and 1003(a)(iii), with stockholders’ equity of $3.022 million as of March 31, 2026. These standards require $4.0 million and $6.0 million respectively when multi-year losses are present.

NYSE American’s acceptance of a remediation plan and a plan period running through October 2, 2027 allows the shares to remain listed while the company works to rebuild equity. The exchange will conduct periodic and quarterly monitoring for progress against the plan.

If Matinas has not restored compliance by the plan period deadline, or fails to advance in line with its plan, NYSE American staff may begin delisting proceedings, although the company would have appeal rights. Until then, the stock continues trading on NYSE American under the MTNB symbol, and the company’s SEC reporting and operations continue as before.

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 or transferred its listing to a different exchange.
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, and exhibit attachments filed with this report.
Equity as of March 31, 2026 $3.022 million Stockholders’ equity cited for Section 1003(a)(ii) deficiency
Equity as of December 31, 2025 $4.83 million Stockholders’ equity cited for Section 1003(a)(iii) deficiency
Minimum equity under 1003(a)(ii) $4.0 million Required when losses in three of four most recent fiscal years
Minimum equity under 1003(a)(iii) $6.0 million Required when losses in five most recent fiscal years
Plan period deadline October 2, 2027 End of NYSE American compliance plan period
Fiscal years with losses 5 fiscal years Losses in five most recent fiscal years ended December 31, 2025
stockholders’ equity financial
"the Company’s reported stockholders’ equity of $3,022,000 as of March 31, 2026"
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.
NYSE American Company Guide regulatory
"continued listing standard set forth in Section 1003(a)(ii) 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.
continued listing standards regulatory
"plan to regain compliance with the continued listing standards"
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.
delisting proceedings regulatory
"NYSE American staff may initiate delisting proceedings as appropriate"
Delisting proceedings are the formal steps taken to remove a company’s shares from a stock exchange, either because the company chose to leave or failed to meet rules like minimum share price, reporting or solvency requirements. For investors this matters because removal usually cuts trading access and liquidity, can sharply lower the share price, and makes it harder to buy, sell or get transparent information — similar to a product being pulled off supermarket shelves.
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.
forward-looking statements financial
"contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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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): June 24, 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.

 

As previously disclosed under Item 3.01 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2026, Matinas BioPharma Holdings, Inc. (the “Company”) received a written notice (the “April Notice”) from the NYSE American LLC (the “NYSE American”) indicating that the Company was not in compliance with the NYSE American continued listing standard set forth in Section 1003(a)(iii) of the NYSE American Company Guide (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. The April Notice also indicated that the Company was not currently eligible for any exemption in Section 1003(a) of the Company Guide (including the exemption provided for companies with total value of market capitalization exceeding $50 million, among other things).

 

On June 24, 2026, the Company received written notice (the “June Notice”) from the NYSE American that it is also not in compliance with the continued listing standard set forth in Section 1003(a)(ii) of the Company Guide, which 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. The additional noncompliance was based on the Company’s reported stockholders’ equity of $3,022,000 as of March 31, 2026 and losses from continuing operations and/or net losses in five of its most recent fiscal years ended December 31, 2025.

 

The Company submitted a plan (the “Plan”) to the NYSE American on May 4, 2026, advising of actions it has taken or will take to regain compliance with the continued listing standards.

 

In the June Notice, the NYSE American also notified the Company that the Plan was accepted and that the NYSE American 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.

 

During the Plan Period, the Company will be subject to periodic review by the NYSE American on its progress with the goals and initiatives outlined in the Plan. The Company intends to take all reasonable measures available to regain compliance with Sections 1003(a)(ii) and (iii) of the Company Guide during the Plan Period. If the Company does not regain compliance with the NYSE American listing standards by the Plan Period Deadline, or if the Company does not make progress consistent with the Plan during the Plan Period, then NYSE American staff may initiate delisting proceedings as appropriate.

 

The June 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 common stock will continue to trade under the symbol “MTNB.” The June 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 June 26, 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 June 26, 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: June 26, 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 and Acceptance of Plan to Regain Compliance

 

BEDMINSTER, N.J. (June 26, 2026) – Matinas BioPharma Holdings, Inc. (the “Company”) (NYSE American: MTNB) announced today that on June 24, 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)(ii) of the NYSE American Company Guide (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. As of March 31, 2026, the Company had stockholders’ equity of $3.02 million and has had losses in the most recent five fiscal years ended December 31, 2025. As previously disclosed, the Company is also not in compliance with 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. Due to its non-compliance with Sections 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.

 

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. The Notice indicated that the NYSE American staff had determined to accept the Plan and grant the Company a plan period through October 2, 2027 (the “Plan Period,” and such date, the “Plan Period Deadline”). Accordingly, the Company is able to continue its listing during the Plan Period and will be subject to periodic reviews, including quarterly monitoring, for compliance with the Plan until it has regained compliance. However, there can be no assurance that the Company will be able to achieve compliance with such standards within the Plan Period. If the Company is not in compliance with the continued listing standards by the Plan Period Deadline, or if the Company does not make progress consistent with the Plan during the Plan Period, then NYSE American staff may 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, 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.

 

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

 

# # #

 

 

FAQ

Why did Matinas BioPharma (MTNB) receive a NYSE American non-compliance notice?

Matinas BioPharma received the notice because its stockholders’ equity fell to $3.022 million as of March 31, 2026. NYSE American rules require at least $4.0 million or $6.0 million in equity when a company has reported multi-year operating or net losses.

Which NYSE American listing standards is Matinas BioPharma (MTNB) not meeting?

Matinas is not meeting Sections 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide. These sections require stockholders’ equity of at least $4.0 million and $6.0 million, respectively, for companies that have reported losses over specified multi-year periods.

What is Matinas BioPharma’s current stockholders’ equity versus NYSE American requirements?

Matinas reported stockholders’ equity of $3.022 million as of March 31, 2026 and $4.83 million as of December 31, 2025. NYSE American requires at least $4.0 million under Section 1003(a)(ii) and $6.0 million under Section 1003(a)(iii) when multi-year losses are present.

How long does Matinas BioPharma have to regain NYSE American listing compliance?

NYSE American accepted Matinas’ compliance plan and granted a plan period through October 2, 2027. During this period, the exchange will periodically review progress, and Matinas must restore equity-based compliance by that deadline to avoid potential delisting proceedings.

Will Matinas BioPharma’s MTNB shares remain listed on NYSE American during the plan period?

Yes. The company stated that its common stock will continue to be listed and traded on NYSE American under the symbol MTNB during the plan period, provided it satisfies other listing requirements and makes acceptable progress under the NYSE American-approved compliance plan.

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

The company indicated that the notice has no immediate impact on its ongoing business operations or SEC reporting. It continues to operate its biopharmaceutical business and to meet its public reporting obligations while working toward restoring equity-based listing compliance.

Filing Exhibits & Attachments

5 documents