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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): August 15, 2025
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
1.01. Entry into a Material Definitive Agreement.
On
August 15, 2025, Matinas BioPharma Holdings, Inc. (the “Company”) entered into Warrant Exchange Agreements (the
“Exchange Agreements”) with certain holders (the “Exchanging Holders”) of warrants (the “Warrants”) to purchase an aggregate of 466,666 shares the Company’s common stock, par value $0.0001 per share (the “Common Stock”) having a current exercise price of $17.50. The Warrants were issued on April 5, 2024. Pursuant
to the Exchange Agreements, on August 15, 2025, the Company issued to the Exchanging Holders one share of Common Stock
for each Warrant (the “Exchange”), for an aggregate of 466,666 shares of Common Stock (the “Exchange
Shares”), in reliance on an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended
(the “Securities Act”). Following the consummation of the Exchange, the Warrants held by the Exchanging Holders
were cancelled and no further shares are issuable pursuant to such Warrants.
The
foregoing description of the Exchange Agreement is a summary and is qualified in its entirety by reference to the full text of the Form
of Exchange Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K pertaining to the Exchange is incorporated by reference
into this Item 3.02. The Exchange Shares were issued in reliance on the exemption from registration
provided by Section 3(a)(9) of the Securities Act.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form
of Warrant Exchange Agreement, dated August 15, 2025 |
| 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:
August 18, 2025 |
By:
|
/s/
Jerome D. Jabbour |
| |
Name:
|
Jerome
D. Jabbour |
| |
Title:
|
Chief
Executive Officer |
