Every 8-K that Matinas BioPharma Holdings, Inc. (MTNB) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow MTNB and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MTNB filings page.
Matinas BioPharma Holdings, Inc. (MTNB) effected a 1-for-15 reverse stock split at 12:01 a.m. Eastern Time on September 28, 2026: every 15 issued and outstanding common shares became one share. No fractional shares were issued; holders otherwise entitled to fractions are entitled to a proportional cash payment. The split did not change the common stock’s par value or authorized share count, and outstanding options, warrants and convertible preferred stock were adjusted under their terms. MTNB anticipated split-adjusted trading at the market open on September 28, subject to NYSE American approval.
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.
Matinas BioPharma Holdings, Inc. (MTNB) reported that on August 31, 2026 it received another notice from NYSE American that it is not in compliance with the continued listing standard requiring stockholders’ equity of at least $2.0 million when a company has recent operating or net losses. Matinas reported stockholders’ equity of $1.8 million as of June 30, 2026 and losses from continuing operations and/or net losses in its five most recent fiscal years.
The company was previously notified that it also fails the $4.0 million and $6.0 million stockholders’ equity standards under Sections 1003(a)(ii) and 1003(a)(iii). NYSE American has accepted Matinas’ remediation plan and granted a plan period through October 2, 2027. During this period the shares will continue trading on NYSE American and carry the .BC noncompliance indicator. The notice does not change day-to-day business operations or SEC reporting, but Matinas remains subject to potential delisting if it does not regain compliance.
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.
Matinas BioPharma Holdings, Inc. agreed to a Business Combination with GH Power via a new Ontario holding company, after which Matinas will become a wholly owned subsidiary and current Matinas stockholders are expected to own about 9% of the new public company and GH Power holders about 91%, based on implied valuations of $24,725,274.73 for Matinas and $250,000,000.00 for GH Power. Each Matinas common share will convert into 0.1 share of the new Pubco, with options and warrants assumed on adjusted terms. Closing is targeted for the fourth quarter of 2026 and is conditioned on stockholder approvals, Ontario court orders, NYSE listing, an effective Form F-4 and a $15.0 million GH Power PIPE financing.
Separately, Matinas agreed to sell Matinas BioPharma Nanotechnologies, Inc., including MAT2203 and the LNC platform, to Azurity Pharmaceuticals for $4.0 million upfront, up to $17.5 million in milestones and future mid‑single‑digit royalties, of which former Series A holders receive 7.5% of amounts paid to Matinas. To support liquidity, Matinas completed a $575,000 Series D preferred PIPE and a warrant inducement generating about $2.6 million from exercises of 7,486,605 existing warrants at $0.35 per share. After the inducement, Matinas had 13,692,796 common shares outstanding.
Matinas BioPharma Holdings, Inc. has received another notice from NYSE American that it is not meeting continued listing standards tied to stockholders’ equity. The exchange cited Section 1003(a)(ii), which requires at least $4.0 million in equity when a company has losses in three of its four most recent fiscal years, while Matinas reported stockholders’ equity of $3.022 million as of March 31, 2026 and losses in five recent fiscal years.
The company had previously been notified that it also failed Section 1003(a)(iii), which requires at least $6.0 million in equity after losses in five consecutive years, with equity of $4.83 million as of December 31, 2025. NYSE American has accepted Matinas’ compliance plan and granted a plan period through October 2, 2027, during which the stock will remain listed on NYSE American under the symbol MTNB, subject to ongoing review and satisfaction of other listing requirements.
Matinas BioPharma Holdings, Inc. reported that it received a notice from NYSE American on April 2, 2026 stating it is not in compliance with the exchange’s continued listing standards because of low stockholders’ equity and multi-year losses.
As of December 31, 2025, stockholders’ equity was $4.83 million and the company reported losses in each of the most recent five fiscal years, below the $6.0 million equity requirement for issuers with five years of losses. Matinas has until May 2, 2026 to submit a plan and may have up to an 18‑month cure period if the plan is accepted. The company’s shares remain listed for now, but delisting proceedings could begin if NYSE American does not accept the plan or if compliance is not regained. The company also highlighted that its auditor’s report on the 2025 financial statements includes an explanatory paragraph raising substantial doubt about its ability to continue as a going concern.
Matinas BioPharma Holdings, Inc. reported a leadership change in its finance function. Following the previously announced resignation of Chief Financial Officer Keith Kucinski effective January 17, 2026, the board appointed Jerome D. Jabbour, the company’s Chairman, President and Chief Executive Officer, as interim Chief Financial Officer effective January 22, 2026.
Jabbour, 51, is a co‑founder of the company and has held senior roles since 2013, including Chief Executive Officer since March 2018 and Chairman of the Board since March 2025. He will also serve as the company’s principal financial officer and principal accounting officer until a successor is appointed or he resigns or is removed. His existing compensation arrangements remain unchanged, and the company states there are no special appointment arrangements, family relationships, or related‑party transactions connected to this role.
Matinas BioPharma Holdings updated the employment agreement of its Chief Executive Officer, Jerome D. Jabbour, through a third amendment. The change extends the deadline for a qualifying Change in Control that would trigger his retention bonus from March 31, 2026 to June 30, 2026. The retention bonus remains the greater of his target annual bonus for the year of the Change in Control or $299,000.
The amendment also splits the retention bonus into two stages: two-thirds payable when Matinas signs a definitive agreement that would result in a Change in Control, and one-third payable immediately before closing, provided he has not resigned without Good Reason or been terminated for Cause. If he resigns for Good Reason or is terminated other than for Cause, the retention bonus becomes payable within ten days and no later than immediately before a Change in Control. Jabbour is guaranteed an annual bonus for 2025 of at least his target bonus, payable by February 1, 2026, and the definitions of Change in Control, Cause, and Good Reason are updated, including adding transactions that materially change the company’s primary business.
Matinas BioPharma Holdings, Inc. reported a planned leadership change. On November 18, 2025, Chief Financial Officer Keith Kucinski informed the company that he intends to resign from his role, effective January 17, 2026, to pursue other opportunities. The company stated that his decision is not due to any disagreement regarding its operations, policies, or practices, indicating an orderly transition rather than a dispute-driven departure.
Matinas BioPharma Holdings, Inc. entered into Warrant Exchange Agreements with certain holders of warrants to purchase an aggregate of 466,666 shares of its common stock, each warrant having a current exercise price of $17.50. On August 15, 2025, the company completed an exchange in which it issued one share of common stock for each warrant, resulting in 466,666 new common shares being issued. The exchanged warrants, originally issued on April 5, 2024, were cancelled so that no further shares are issuable under them. The common shares issued in this exchange relied on the exemption from registration provided by Section 3(a)(9) of the Securities Act.
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.
Matinas BioPharma Holdings, Inc. (NYSE American: MTNB) filed an 8-K summarizing the results of its 23 June 2025 Annual Meeting. Key outcomes were:
- 2025 Equity Incentive Plan approved – 5.39 m votes for, 0.28 m against, 0.02 m abstain; 1.81 m broker non-votes. The plan is now effective and replaces/expands prior equity programs.
- Reverse stock split authority – Shareholders authorized the Board to effect up to two reverse splits within a 1-for-2 to 1-for-199 ratio over two years (6.94 m for, 0.54 m against).
- Authorized share increase – The Charter will be amended to raise common shares from 250 m to 500 m (6.91 m for, 0.57 m against).
- Director slate re-elected – All five nominees received ~5.65 m votes each; no nominee received more than 1% withholds.
- Say-on-pay approved – Executive compensation supported by 95.3% of votes cast.
The additional share authorization and broad reverse-split range give the Board considerable flexibility to manage listing compliance, future financings and potential M&A, but could also result in material dilution or a sharply reduced share count if a high-ratio split is executed. The 2025 Plan increases equity compensation capacity, aligning management incentives but adding potential overhang. No immediate financial impact was disclosed.