Matinas BioPharma (NYSE: MTNB) cancels 466,666 warrants in share swap

Rhea-AI Filing Summary

Matinas BioPharma Holdings, Inc. entered into Warrant Exchange Agreements with certain holders of warrants to purchase an aggregate of 466,666 shares of its common stock, each warrant having a current exercise price of $17.50. On August 15, 2025, the company completed an exchange in which it issued one share of common stock for each warrant, resulting in 466,666 new common shares being issued. The exchanged warrants, originally issued on April 5, 2024, were cancelled so that no further shares are issuable under them. The common shares issued in this exchange relied on the exemption from registration provided by Section 3(a)(9) of the Securities Act.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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

FAQ

What agreement did Matinas BioPharma (MTNB) enter on August 15, 2025?

On August 15, 2025, Matinas BioPharma Holdings, Inc. entered into Warrant Exchange Agreements with certain warrant holders to exchange existing warrants for shares of common stock.

How many warrants and shares are involved in Matinas BioPharmas exchange?

The agreements cover warrants to purchase an aggregate of 466,666 shares of common stock, and the company issued 466,666 shares of common stock in the exchange on a one-for-one basis.

What was the exercise price of the Matinas BioPharma warrants exchanged?

The exchanged warrants had a current exercise price of $17.50 per share before being cancelled under the Warrant Exchange Agreements.

What happened to the Matinas BioPharma warrants after the exchange?

Following the consummation of the exchange, the warrants held by the participating holders were cancelled, and no further shares are issuable pursuant to those warrants.

When were the Matinas BioPharma warrants originally issued?

The warrants that were exchanged for shares of common stock were originally issued on April 5, 2024.

Were the new Matinas BioPharma shares registered with the SEC?

The 466,666 common shares issued in the exchange were not registered; they were issued in reliance on the Section 3(a)(9) exemption under the Securities Act.