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Matinas BioPharma sets 1-for-15 reverse split

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Matinas BioPharma Holdings, Inc. (MTNB) has approved a 1-for-15 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on September 28, 2026, after which the shares are expected to trade on a split-adjusted basis under the existing symbol MTNB.

Each stockholder’s shares will be automatically converted by dividing their issued and outstanding shares by 15, with cash paid in lieu of fractional shares. The company states that ownership percentages, voting power, par value and authorized share counts will remain substantially unchanged, although it notes there can be no assurance the reverse split will enable it to maintain its NYSE American listing.

Positive

  • None.

Negative

  • The company states that there can be no assurance the 1-for-15 reverse stock split will enable it to maintain the listing of its common stock on the NYSE American.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Reverse stock split ratio 1-for-15 Board-approved reverse stock split of common stock
Effective date and time 12:01 a.m. Eastern Time on September 28, 2026 When the reverse stock split becomes effective
Trading symbol post-split MTNB Shares expected to trade on a split-adjusted basis under existing symbol
New CUSIP number 576810 402 CUSIP for common stock following the reverse stock split
Par value impact No change to $0.0001 par value Reverse stock split does not affect par value of common stock
reverse stock split financial
"the Board has approved a reverse stock split of the Common Stock at a ratio of one-for-fifteen (1:15)"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
split-adjusted basis financial
"the shares of Common Stock are expected to begin trading on the split-adjusted basis"
An adjustment to historical share prices and share counts that reflects past stock splits or reverse splits so that old data lines up with the current number of shares. Think of it like resizing an old photograph so it matches a new frame: it keeps price charts, returns and per‑share metrics comparable over time, which matters to investors who need accurate performance, valuation and trend analysis.
fractional shares financial
"No fractional shares will be issued in connection with the Reverse Stock Split"
Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.
par value financial
"The Reverse Stock Split has no effect on the par value or on the number of authorized shares"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
transfer agent financial
"Stockholders holding paper certificates may send the certificates to the Company’s transfer agent and registrar, VStock Transfer, LLC"
A transfer agent is a financial service that keeps the official record of who owns a company's shares, handles the buying and selling of those shares on paper or electronically, and issues or cancels stock certificates. Think of it as the company’s records keeper and mailroom combined—investors rely on it to make sure dividends, shareholder mailings, ownership changes, and proxy voting are processed accurately and securely, which protects ownership rights and helps prevent errors or fraud.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What reverse stock split did MTNB approve and when will it take effect?

Matinas BioPharma Holdings, Inc. approved a 1-for-15 reverse stock split of its common stock. It will become effective at 12:01 a.m. Eastern Time on September 28, 2026, with shares expected to begin trading on a split-adjusted basis that same day.

How will the MTNB reverse stock split change my number of shares?

On the effective date, each stockholder’s total common shares will be automatically divided by 15. No fractional shares will be issued; instead, stockholders entitled to a fraction of a share will receive a proportional cash payment for that fraction.

Will the MTNB reverse stock split affect my ownership percentage or voting power?

The company states that, immediately after the reverse stock split, each stockholder’s percentage ownership interest and proportional voting power will remain unchanged, except for minor changes and adjustments resulting from the treatment of fractional shares.

Does the MTNB reverse stock split change par value or authorized share counts?

No. Matinas BioPharma discloses that the reverse stock split has no effect on the par value of the common stock or on the number of authorized shares of common stock or preferred stock. The action only affects the number of issued and outstanding common shares.

Will the MTNB reverse stock split ensure continued NYSE American listing?

The company notes that there can be no assurance the reverse stock split will enable it to maintain the listing of its common stock on the NYSE American, even though the split is being implemented and the stock is expected to trade on a split-adjusted basis.

Do MTNB stockholders need to send in certificates for the reverse stock split?

Stockholders holding shares electronically at brokerage firms do not need to take any action. Those holding paper certificates may, but are not required to, send certificates to VStock Transfer, LLC, which will issue new certificates reflecting the reverse stock split upon request.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001582554 0001582554 2026-09-16 2026-09-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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.

 

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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

 

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