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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): September 16, 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 8.01. Other Events.
On
June 23, 2025, at the 2025 annual meeting of stockholders of Matinas BioPharma Holdings, Inc. (the “Company”), the
stockholders approved the authorization of the Board of Directors (the “Board”), in its sole and absolute discretion
and without further stockholder approval, to effect up to two reverse stock splits of the Company’s common stock, par value $0.0001
per share (the “Common Stock”), having an aggregate ratio to be determined by the Board ranging from a ratio of one-for-two
(1:2) to a ratio of one-for-one hundred ninety-nine (1:199).
Pursuant
to the NYSE American’s Compliance Guidance Memo, which requires ten calendar days’ public notice for certain corporate actions,
on September 16, 2026, the Company announced that the Board has approved a reverse stock split of the Common Stock at a ratio of one-for-fifteen
(1:15) (the “Reverse Stock Split”). The Reverse Stock Split will become effective at 12:01 a.m. Eastern Time on September
28, 2026 (the “Effective Date”), and the shares of Common Stock are expected to begin trading on the split-adjusted
basis under the Company’s existing trading symbol, “MTNB,” when the market opens on September 28, 2026. The new CUSIP
number following the Reverse Stock Split will be 576810 402.
On
the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically
into the number of shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by each such
stockholder immediately prior to the Reverse Stock Split, divided by (ii) fifteen (15). No fractional shares will be issued in connection
with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled
to receive a proportional cash payment.
Immediately
after the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will
remain unchanged, except for minor changes and adjustments that will result from the treatment of fractional shares. The rights and privileges
of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split. There can be no assurance that
the Reverse Stock Split will enable the Company to maintain the listing of its Common Stock on the NYSE American. The Reverse Stock Split
has no effect on the par value or on the number of authorized shares of Common Stock or preferred stock.
Stockholders
who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock
Split will automatically be reflected in their brokerage accounts. Stockholders holding paper certificates may (but are not required
to) send the certificates to the Company’s transfer agent and registrar, VStock Transfer, LLC (“VStock”). VStock
will issue a new stock certificate reflecting the Reverse Stock Split to each requesting stockholder.
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:
September 16, 2026 |
By:
|
/s/
Jerome D. Jabbour |
| |
|
Name:
Jerome D. Jabbour |
| |
|
Title:
Chief Executive Officer |