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  4. [8-K] Matinas BioPharma Holdings, Inc. Reports Material Event

Matinas BioPharma (NYSE: MTNB) ends $50M BTIG ATM deal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Matinas BioPharma Holdings, Inc. reports that BTIG, LLC has terminated their At-The-Market Sales Agreement, which had allowed the company to offer and sell up to $50,000,000 of common stock in at-the-market offerings under Rule 415 of the Securities Act of 1933.

The termination, made pursuant to Section 12(a) of the Sales Agreement, became effective immediately on July 23, 2026. Matinas BioPharma states that it will not incur any termination penalties or other expenses in connection with ending this equity distribution arrangement.

Positive

  • None.

Negative

  • None.

Filing Explained

The terminated ATM was one financing route; the separately disclosed $150 million shelf is not effective, so no current shelf offering is established.

The July 23 8-K closes BTIG’s at-the-market route immediately, while the company’s separate June 16 S-3 shelf is marked not effective; the disclosed shelf therefore does not currently establish an available registered offering.

An at-the-market program would permit gradual sales of new shares at prevailing prices, whereas the S-3 permits multiple offerings; its $150 million figure is capacity, not an amount shown as sold, issued, or raised.

As of March 31, 2026, the company reported $2.398 million of cash and equivalents and negative operating cash flow of $1.601 million for the quarter, equal to 134.8 days of the last reported operating cash use.

The specific resolution point is a later filing that makes the S-3 effective or documents a new financing; this 8-K reports neither.

Sources and calculations
  • Matinas BioPharma Holdings, Inc. Form 8-K (2026-07-23)
  • Matinas BioPharma S-3 shelf context (2026-06-16)
  • Matinas BioPharma 2026 first-quarter fundamentals (2026Q1)
  • At-the-market program definition (2026-07-17)
  • Cash and equivalents vs quarterly operating cash outflow, in days of cash use $2,398,000 / ($1,601,000 / 90) = [object Object]
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
ATM Program Size $50,000,000 Aggregate offering price of common stock under At-The-Market Sales Agreement with BTIG
Par Value per Share $0.0001 Par value of Matinas BioPharma common stock referenced in the Sales Agreement
Termination Date July 23, 2026 Date BTIG terminated the At-The-Market Sales Agreement under Section 12(a)
Original Agreement Date July 2, 2020 Date Matinas BioPharma entered into the At-The-Market Sales Agreement with BTIG
At-The-Market Sales Agreement financial
"entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with BTIG"
An at-the-market sales agreement lets a company raise cash by selling newly issued shares directly into the open market at whatever price buyers are paying that day, using a broker to place the trades over time. Investors should watch these deals because they can dilute existing ownership and put downward pressure on the stock price while giving the company flexible, on-demand funding—like a store gradually listing extra items on an online marketplace at current prices.
at-the-market offerings financial
"sell shares of its common stock ... through BTIG in “at-the-market offerings”"
An at-the-market offering is a method for a company to sell new shares of its stock directly into the stock market over time, rather than all at once. This approach allows the company to raise money gradually, similar to selling small portions of a product as demand grows. For investors, it can influence stock availability and price, making it an important factor to consider when assessing a company's financial strategy.
Rule 415 of the Securities Act of 1933 regulatory
"“at-the-market offerings” as defined in Rule 415 of the Securities Act of 1933"
Emerging growth company regulatory
"Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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

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FAQ

What did Matinas BioPharma (MTNB) disclose about its agreement with BTIG?
Matinas BioPharma disclosed that BTIG, LLC terminated their At-The-Market Sales Agreement effective July 23, 2026. This agreement had allowed Matinas to sell common stock in at-the-market offerings, up to an aggregate amount of $50,000,000, through BTIG.

How large was the Matinas BioPharma (MTNB) at-the-market program with BTIG?
The At-The-Market Sales Agreement with BTIG allowed Matinas BioPharma to sell up to $50,000,000 of common stock. These shares could be offered from time to time in at-the-market offerings as defined under Rule 415 of the Securities Act of 1933.

When did BTIG terminate the Matinas BioPharma (MTNB) At-The-Market Sales Agreement?
BTIG terminated the Matinas BioPharma At-The-Market Sales Agreement effective July 23, 2026. The termination was made pursuant to Section 12(a) of the Sales Agreement and became effective immediately upon BTIG’s notice to the company on that date.

Does Matinas BioPharma (MTNB) owe penalties due to the BTIG agreement termination?
Matinas BioPharma states it is not subject to any termination penalties or other expenses related to BTIG ending the Sales Agreement. The termination therefore removes the at-the-market facility without imposing additional financial obligations tied to its cancellation.

What type of offerings were permitted under Matinas BioPharma’s (MTNB) BTIG agreement?
The BTIG agreement permitted Matinas BioPharma to conduct “at-the-market offerings” of its common stock. These offerings, defined under Rule 415 of the Securities Act of 1933, allow issuers to sell shares into the market from time to time.

When was the original At-The-Market Sales Agreement between Matinas BioPharma (MTNB) and BTIG signed?
Matinas BioPharma originally entered into the At-The-Market Sales Agreement with BTIG on July 2, 2020. From that date, the company was able to offer and sell its common stock through BTIG, subject to the $50,000,000 aggregate offering limit.
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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): July 23, 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 1.02. Termination of a Material Definitive Agreement.

 

As previously disclosed, on July 2, 2020, Matinas BioPharma Holdings, Inc. (the “Company”) entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”), pursuant to which the Company could offer and sell shares of its common stock, par value $0.0001 per share (“Common Stock”), having an aggregate offering price of up to $50,000,000, from time to time through BTIG in “at-the-market offerings” as defined in Rule 415 of the Securities Act of 1933, as amended.

 

On July 23, 2026, pursuant to and in accordance with Section 12(a) of the Sales Agreement, BTIG notified the Company that BTIG is terminating the Sales Agreement, effective immediately. The Company is not subject to any termination penalties or other expenses related to the termination of the Sales Agreement.

 

The description of the Sales Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the copy of the Sales Agreement filed as Exhibit 1.01 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2020.

 

 
 

 

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: July 24, 2026 By: /s/ Jerome D. Jabbour
  Name: Jerome D. Jabbour
  Title: Chief Executive Officer

 

 

Source: View Original Filing on SEC EDGAR

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