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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): January 22, 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
previously reported, on November 18, 2025, Keith Kucinski, Chief Financial Officer of Matinas BioPharma Holdings, Inc. (the “Company”),
notified the Company of his intention to resign from his position as Chief Financial Officer, effective January 17, 2026, to pursue other
opportunities.
On
January 22, 2026, the board of directors (the “Board”) appointed Jerome D. Jabbour, the Company’s current Chairman
of the Board, President and Chief Executive Officer, as the Company’s interim Chief Financial Officer, effective January 22,
2026. In connection with this appointment, Mr. Jabbour will continue in his roles as Chairman of the Board, President and Chief Executive
Officer and will assume the duties of the Company’s principal financial officer and principal accounting officer until his successor
is appointed or until his earlier resignation or removal.
Mr.
Jabbour, 51, was appointed as the Company’s Chief Executive Officer in March 2018 and was named Chairman of the Board in March
2025. He has served as the Company’s President since March 2016. Prior to that, he served as the Company’s Executive Vice
President, Chief Business Officer, General Counsel and Secretary beginning in October 2013 and as a member of the Board from April 2012
until November 2013. Mr. Jabbour is also a co-founder of the Company. Prior to joining the Company, he was the Executive Vice President
and General Counsel of MediMedia USA from 2012 to October 2013, a privately held diversified healthcare services company. Prior to MediMedia,
he was the Senior Vice President and Head of Global Legal Affairs of Wockhardt Limited (2008–2012), a global pharmaceutical and
biotechnology company, and Senior Counsel and Assistant Secretary at Reliant (2004–2008). Earlier in his career, he held positions
as Commercial Counsel at Alpharma, Inc. (2003–2004) and as a Corporate Associate at Lowenstein Sandler LLP (1999–2003). Mr.
Jabbour earned his J.D. from Seton Hall University School of Law in New Jersey and a B.A. in Psychology from Loyola University in Baltimore.
The
compensatory and other material terms of Mr. Jabbour’s employment with the Company will remain unchanged in connection with the
foregoing.
There
are no arrangements or understandings between Mr. Jabbour and any other persons pursuant to which he was appointed interim Chief Financial
Officer of the Company. There are also no family relationships between Mr. Jabbour and any director or executive officer of the Company,
and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
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:
January 23, 2026 |
By:
|
/s/
Jerome D. Jabbour |
| |
Name:
|
Jerome
D. Jabbour |
| |
Title:
|
Chief
Executive Officer |
