Matinas BioPharma (MTNB) 10% owner exercises 1.07M warrants, gets new awards
Rhea-AI Filing Summary
Matinas BioPharma Holdings, Inc. reporting person Adam K. Stern, a greater-than-10% owner, reported a series of warrant and preferred stock transactions mainly involving exercises and restructurings through affiliated entities. On July 10, 2026, entities associated with Stern exercised for cash a total of 1,067,145 warrants at $0.35 per share to acquire the same number of common shares, pursuant to inducement offer letter agreements under which the company agreed to issue new unregistered common stock purchase warrants in a private placement, exercisable only after Inducement Stockholder Approval. Stern also received 141,462 solicitation agent warrants as part of a distribution from ThinkEquity LLC. Earlier, on October 16, 2025, an affiliated plan received 800,000 warrants and 265 shares of Series C Convertible Preferred Stock in connection with a settlement agreement, and a related distribution from Sanitam Partners LLC shifted preferred stock and warrants to A.K.S. Family Partners LP. A remaining indirect position in Series C Convertible Preferred Stock is reported, convertible into 172,354 common shares.
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Insights
Analyzing...
Insider Trade Summary
Net Buyer: 1,067,145 shares
Net Buy
18 txns
Insider
STERN ADAM K
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| In-the-Money Exercise | Warrants to Purchase Common Stock F2, F1 | 630,335 | $0.35 | $221K |
| Grant/Award | Warrants to Purchase Common Stock F2, F1 | 630,335 | $0.35 | $221K |
| In-the-Money Exercise | Warrants to Purchase Common Stock F2, F4 | 344,710 | $0.35 | $121K |
| Grant/Award | Warrants to Purchase Common Stock F2, F4 | 344,710 | $0.35 | $121K |
| Other | Warrants to Purchase Common Stock F3 | 141,462 | $0.35 | $50K |
| In-the-Money Exercise | Common Stock, par value $0.0001 per share F2 | 344,710 | $0.35 | $121K |
| In-the-Money Exercise | Common Stock, par value $0.0001 per share F2 | 630,335 | $0.35 | $221K |
| In-the-Money Exercise | Warrants to Purchase Common Stock F1 | 92,100 | $0.6446 | $59K |
| In-the-Money Exercise | Common Stock, par value $0.0001 per share F1, F2 | 92,100 | $0.6446 | $59K |
| Other | Warrants to Purchase Common Stock F1 | 800,000 | $0.6446 | $516K |
| Other | Series C Convertible Preferred Stock F5, F1 | 265 | $0.586 | $155.29 |
| holding | Series C Convertible Preferred Stock F5, F4 | -- | -- | -- |
| holding | Common Stock, par value $0.0001 per share | -- | -- | -- |
| holding | Common Stock, par value $0.0001 per share | -- | -- | -- |
| holding | Common Stock, par value $0.0001 per share | -- | -- | -- |
| holding | Common Stock, par value $0.0001 per share | -- | -- | -- |
| holding | Common Stock, par value $0.0001 per share | -- | -- | -- |
| holding | Common Stock, par value $0.0001 per share | -- | -- | -- |
Holdings After Transaction:
Warrants to Purchase Common Stock — 2,060,670 shares (Indirect, Through SternAegis Ventures, LLC Defined Benefit Plan for the Benefit of Adam K Stern);
Series C Convertible Preferred Stock — 265 shares (Indirect, Through SternAegis Ventures, LLC Defined Benefit Plan for the Benefit of Adam K Stern);
Warrants to Purchase Common Stock — 344,710 shares (Indirect, Through A.K.S Family Partners LP);
Warrants to Purchase Common Stock — 141,462 shares (Direct);
Common Stock, par value $0.0001 per share — 416,900 shares (Indirect, Through A.K.S Family Partners LP);
Common Stock, par value $0.0001 per share — 743,785 shares (Indirect, Through SternAegis Ventures, LLC Defined Benefit Plan for the Benefit of Adam K Stern);
Series C Convertible Preferred Stock — 172,354 shares (Indirect, Through AKS Family Partners);
Common Stock, par value $0.0001 per share — 28,260 shares (Direct);
Common Stock, par value $0.0001 per share — 26,500 shares (Indirect, Through AKS Family Foundation);
Common Stock, par value $0.0001 per share — 6,000 shares (Indirect, Through Pavillion Capital Partners LLC);
Common Stock, par value $0.0001 per share — 6,000 shares (Indirect, Through Piper Venture Partners LLC);
Common Stock, par value $0.0001 per share — 1,000 shares (Indirect, Through IRA Adam K Stern - Rollover IRA);
Common Stock, par value $0.0001 per share — 3,000 shares (Indirect, Through Stern Aegis Ventures LLC 401k Plan for the Benefit of Adam K Stern)
Footnotes (5)
- F1. On October 16, 2025, SternAegis Ventures, LLC Defined Benefit Plan for the Benefit of Adam K Stern received 800,000 Warrants to purchase Common Stock and 265 shares of Series C Convertible Preferred Stock in connection with a settlement agreement.
- F2. On July 10, 2026, the Registrant entered into inducement offer letter agreements with certain Reporting Persons, pursuant to which such Reporting Persons agreed to exercise for cash all of their outstanding warrants at the current exercise price of $0.35 per share in consideration for the Registrant's agreement to issue, in a private placement, new unregistered common stock purchase warrants (the "New Warrants"). The Registrant is required to obtain stockholder approval ("Inducement Stockholder Approval") for the issuance of the shares of common stock underlying the New Warrants. The New Warrants will be exercisable beginning on the date Inducement Stockholder Approval is received at an exercise price of $0.35 per share and will expire on the five-year anniversary of the date Inducement Stockholder Approval is received.
- F3. On July 10, 2026, the Registrant issued warrants to purchase 374,330 shares of Common Stock (the "Solicitation Agent Warrants") to ThinkEquity LLC in connection with a Solicitation Agreement, dated June 25, 2026. The Solicitation Agent Warrants have terms substantially similar to the New Warrants, including with respect to exercise price, expiration and term. ThinkEquity LLC distributed 141,462 Solicitation Agent Warrants to Mr. Stern.
- F4. On June 10, 2026, Sanitam Parnters LLC ("Sanitam") distributed its holdings in the Registrant's preferred stock and warrants to its members. A.K.S. Family Partners LP received a portion of such distribution. As such Sanitam no longer beneficially owns any securities of the Registrant.
- F5. The Series C Convertible Preferred Stock of the Registrant is perpetual and has no expiration date.
Key Figures
Warrants exercised July 10, 2026: 1,067,145 warrants
Exercise price (inducement warrants): $0.35 per share
Solicitation Agent Warrants to Stern: 141,462 warrants
+5 more
8 metrics
Warrants exercised July 10, 2026
1,067,145 warrants
Total derivative exercises reported in transactionSummary at $0.35 per share
Exercise price (inducement warrants)
$0.35 per share
Exercise price for all outstanding warrants exercised and for new unregistered warrants
Solicitation Agent Warrants to Stern
141,462 warrants
Distributed to Stern from ThinkEquity LLC under Solicitation Agreement
Settlement warrants received 2025
800,000 warrants
Received by SternAegis Defined Benefit Plan in settlement on October 16, 2025
Series C Preferred shares (settlement)
265 shares
Series C Convertible Preferred Stock received in 2025 settlement
Series C underlying common (indirect holding)
172,354 shares
Common shares underlying reported indirect Series C Convertible Preferred Stock
Conversion price Series C
$0.5860 per share
Exercise/conversion price for Series C Convertible Preferred Stock
Warrant exercise price (prior issuance)
$0.6446 per share
Exercise price for certain warrants received in 2025 settlement
Key Terms
Inducement Stockholder Approval, Solicitation Agent Warrants, Series C Convertible Preferred Stock, private placement, +1 more
5 terms
Inducement Stockholder Approval regulatory
"The Registrant is required to obtain stockholder approval ("Inducement Stockholder Approval")"
Solicitation Agent Warrants financial
"the Registrant issued warrants to purchase 374,330 shares of Common Stock (the "Solicitation Agent Warrants")"
Series C Convertible Preferred Stock financial
"265 shares of Series C Convertible Preferred Stock in connection with a settlement agreement"
Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.
private placement financial
"issue, in a private placement, new unregistered common stock purchase warrants"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
perpetual financial
"The Series C Convertible Preferred Stock of the Registrant is perpetual and has no expiration date"
Perpetual describes a financial instrument or obligation that has no fixed end date and can continue indefinitely unless the issuer chooses to end it. For investors, that means there is no scheduled return of principal, so value depends on ongoing payments, issuer stability and market interest rates—similar to receiving rent from a property with no set sale date. Perpetual instruments often pay higher yields to compensate for that open-ended risk.
FAQ
What did MTNB insider Adam K. Stern do on July 10, 2026?
On July 10, 2026, entities associated with Adam K. Stern exercised 1,067,145 warrants for cash at $0.35 per share to acquire the same number of MTNB common shares, under inducement offer letter agreements that also provided new unregistered replacement warrants.
What are the inducement offer letter agreements mentioned for MTNB?
The inducement offer letter agreements had certain reporting persons exercise all outstanding warrants for cash at $0.35 per share in exchange for new unregistered common stock purchase warrants issued in a private placement, exercisable only after Inducement Stockholder Approval and expiring five years after that approval.
How many solicitation agent warrants tied to MTNB did Adam K. Stern receive?
In connection with a Solicitation Agreement dated June 25, 2026, ThinkEquity LLC received Solicitation Agent Warrants and then distributed 141,462 of these warrants to Adam K. Stern, with terms substantially similar to the new inducement warrants, including the $0.35 exercise price and five-year term after stockholder approval.
What MTNB securities did Stern’s plan receive in the 2025 settlement?
On October 16, 2025, SternAegis Ventures, LLC Defined Benefit Plan for the Benefit of Adam K. Stern received 800,000 warrants to purchase MTNB common stock and 265 shares of Series C Convertible Preferred Stock in connection with a settlement agreement, adding both derivative and preferred positions linked to common stock.
Does Adam K. Stern still hold MTNB Series C Convertible Preferred Stock?
Yes. A remaining indirect position in MTNB Series C Convertible Preferred Stock is reported, convertible into 172,354 shares of common stock. The preferred stock is described as perpetual and having no expiration date, providing ongoing potential conversion into common shares.
Were MTNB insider transactions by Adam K. Stern under a Rule 10b5-1 plan?
The Form 4 indicates the Rule 10b5-1 checkbox is not checked, and the footnotes describe negotiated inducement and settlement arrangements. Together, this shows the reported transactions were not disclosed as being executed under a pre-arranged Rule 10b5-1 trading plan.
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