[8-K] Matinas BioPharma Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Matinas BioPharma Holdings, Inc. (MTNB) filed an 8-K (Item 5.03) reporting a Certificate of Amendment that doubles its authorized common stock to 500 million shares, up from 250 million. The amendment was approved at the 23 Jun 2025 annual meeting and became effective upon filing with Delaware on 6 Aug 2025.

No shares were issued and no financial statements accompanied the filing. The increased authorization gives the company added flexibility to raise capital, fund strategic transactions or expand equity-based compensation plans. However, future issuances could dilute existing shareholders and pressure per-share metrics. Investors should track subsequent financings or option grants that may utilize the newly authorized shares.

Positive

• Greater financing flexibility: doubling authorized shares enables MTNB to raise capital quickly for R&D, acquisitions or partnerships without additional shareholder votes.

Negative

• Dilution risk: the larger share pool could materially dilute existing holders if substantial equity is issued at low prices.

Insights

Financial Analyst

TL;DR: Share authorization doubled; flexibility gained, dilution risk hinges on future equity sales.

The company now has 250 million additional authorized shares, providing headroom to access capital markets without immediate proxy solicitation. This is neutral near-term—no new shares have been issued—yet expands management’s toolbox for clinical funding, partnerships, or balance-sheet repair. Valuation impact will depend on the price and size of any ensuing offerings. Monitor cash runway and R&D pipeline milestones to gauge likelihood of issuance.

Corporate Governance Expert

TL;DR: Governance procedure followed; shareholder-approved amendment clears legal path for larger equity base.

The board secured stockholder consent before filing, satisfying Delaware law and NYSE American listing standards. While pre-approval mitigates process risk, the enlarged share pool shifts negotiating power toward management. Investors may press for safeguards—such as caps on at-the-market programs—to limit unwarranted dilution. Overall impact is potentially negative if transparency around issuance plans is lacking.

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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 6, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On August 6, 2025, Matinas BioPharma Holdings, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock from 250,000,000 shares to 500,000,000 shares. The Certificate of Amendment was approved by the Company’s stockholders at the 2025 annual meeting on June 23, 2025 and became effective upon filing.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Certificate of Amendment of Certificate of Incorporation, as amended, of Matinas BioPharma Holdings, Inc., dated August 6, 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 6, 2025	By:	/s/ Jerome D. Jabbour
	Name:	Jerome D. Jabbour
	Title:	Chief Executive Officer

FAQ

Why did MTNB increase its authorized shares?

To provide additional flexibility for future capital raises, acquisitions or equity-based compensation plans.

How many common shares is MTNB now authorized to issue?

500 million shares, up from 250 million.

Does the amendment immediately dilute MTNB shareholders?

No. The filing authorizes shares but does not issue any additional stock at this time.

When was the amendment approved and made effective?

Shareholders approved it on 23 Jun 2025; it became effective upon Delaware filing on 6 Aug 2025.

What exhibit contains the full amendment text?

Exhibit 10.1 of the 8-K includes the complete Certificate of Amendment.