Form 8-K - Groowe Newsroom

8-K — Matinas BioPharma Holdings, Inc.

Accession: 0001493152-26-015170

Filed: 2026-04-03

Period: 2026-04-02

CIK: 0001582554

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Financial Statements and Exhibits

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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): April 2, 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 ☐

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

April 2, 2026, Matinas BioPharma Holdings, Inc. (the “Company”) received a written notice (the “Notice”) from

the NYSE American LLC (the “NYSE American”) indicating that the Company is not in compliance with the NYSE American continued

listing standards set forth in Section 1003(a)(i) of the NYSE American Company Guide (the “Company Guide”) requiring a company

to have stockholders’ equity of at least $2.0 million if it has reported losses from continuing operations and/or net losses in

two of its three most recent fiscal years, Section 1003(a)(ii) of the Company Guide requiring a company to have stockholders’ equity

of at least $4.0 million if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal

years and Section 1003(a)(iii) of the Company Guide requiring a company to have stockholders’ equity of at least $6.0 million

if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years. As of December 31, 2025,

the Company had stockholders’ equity of $4.83 million and has had losses in the most recent five fiscal years ended December

31, 2025. The Notice also indicates that the Company is not currently eligible for any exemption in Section 1003(a) of the Company Guide.

The

Company is now subject to the procedures and requirements of Section 1009 of the Company Guide. The Company has until May 2, 2026

to submit a plan (the “Plan”) of actions it has taken or will take to regain compliance with the continued listing standards

and may be eligible for up to 18 months from receipt of the Notice (“Cure Period”) to regain compliance. The Company intends

to submit the Plan to regain compliance with NYSE American listing standards. However, there can be no assurance that the Company

will be able to achieve compliance with such standards within the Cure Period. If the NYSE American accepts the Plan, the Company will

be able to continue its listing during the Cure Period and will be subject to periodic reviews including quarterly monitoring for compliance

with the Plan until it has regained compliance. If the Plan is not accepted by the NYSE American, the Notice states that delisting proceedings

will commence. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.

The

Notice has no immediate impact on the listing of the Company’s shares of common stock, which will continue to be listed and traded

on the NYSE American, subject to the Company’s compliance with the other listing requirements of the NYSE American. The Notice

does not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission.

April 3, 2026, the Company issued a press release discussing the matters disclosed in Item 3.01 above. A copy of the press release

is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item

9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release, dated April 3, 2026.

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document).

Forward-Looking

Statements

This

Current Report on Form 8-K contains “forward-looking” statements within the meaning of the Private Securities Litigation

Reform Act of 1995. All statements, other than statements of historical fact, contained in this Current Report on Form 8-K are forward-looking

statements. Forward-looking statements contained in this Current Report on Form 8-K may be identified by the use of words such as “anticipate,”

“believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,”

“seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,”

“suggest,” “target,” “aim,” “should,” “will,” “would,” or the

negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking

statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that

are difficult to predict, including with respect to the Company’s plans related to regaining compliance with the NYSE American’s

continued listing standards. Further, certain forward-looking statements are based on assumptions as to future events that may not prove

to be accurate. For a further discussion of risks and uncertainties that could cause actual results to differ from those expressed in

these forward-looking statements, as well as risks relating to the business of the Company in general, see the risk disclosures in the

Annual Report on Form 10-K of the Company for the year ended December 31, 2025 and in other filings made with the Securities and Exchange

Commission by the Company. All such forward-looking statements speak only as of the date they are made, and the Company undertakes no

obligation to update or revise these statements, whether as a result of new information, future events or otherwise.

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: April

3, 2026

By:

/s/

Jerome D. Jabbour

Name:

Jerome

D. Jabbour

Title:

Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Matinas

BioPharma Receives Notice of Non-Compliance with NYSE American Continued Listing Standards

BEDMINSTER,

N.J. (April 3, 2026) – Matinas BioPharma Holdings, Inc. (the “Company”) (NYSE American: MTNB) announced today that

on April 2, 2026, it received a notice (the “Notice”) from the NYSE American LLC (the “NYSE American”) stating

that the Company is not in compliance with the NYSE American continued listing standards set forth in Section 1003(a)(i) of the NYSE

American Company Guide (the “Company Guide”) requiring a company to have stockholders’ equity of at least $2.0 million

if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years, Section 1003(a)(ii)

of the Company Guide requiring a company to have stockholders’ equity of at least $4.0 million if it has reported losses from continuing

operations and/or net losses in three of its four most recent fiscal years and Section 1003(a)(iii) of the Company Guide requiring a

company to have stockholders’ equity of at least $6.0 million if it has reported losses from continuing operations and/or net losses

in its five most recent fiscal years. As of December 31, 2025, the Company had stockholders’ equity of $4.83 million and has had

losses in the most recent five fiscal years ended December 31, 2025. The Notice also indicates that the Company is not currently eligible

for any exemption in Section 1003(a) of the Company Guide.

The

Company is now subject to the procedures and requirements of Section 1009 of the Company Guide. The Company has until May 2, 2026 to

submit a plan (the “Plan”) of actions it has taken or will take to regain compliance with the continued listing standards

and may be eligible up to 18 months from receipt of the Notice (“Cure Period”) to regain compliance. The Company intends

to submit the Plan to regain compliance with NYSE American listing standards. However, there can be no assurance that the Company will

be able to achieve compliance with such standards within the Cure Period. If the NYSE American accepts the Plan, the Company will be

able to continue its listing during the Cure Period and will be subject to periodic reviews including quarterly monitoring for compliance

with the Plan until it has regained compliance. If the Plan is not accepted by the NYSE American, the Notice states that delisting proceedings

will commence. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.

The

Notice has no immediate impact on the listing of the Company’s shares of common stock, which will continue to be listed and traded

on the NYSE American, subject to the Company’s compliance with the other listing requirements of the NYSE American. The Notice

does not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission.

Also,

as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the independent registered public

accounting firm’s report includes an explanatory paragraph regarding substantial doubt about the Company’s ability to continue

as a going concern. Release of this information is required by Section 610(b) of the NYSE American Company Guide. It does not represent

any change or amendment to any of the Company’s filings for the fiscal year ended December 31, 2025.

About

Matinas BioPharma

Matinas

BioPharma is a biopharmaceutical company focused on delivering groundbreaking therapies using its lipid nanocrystal (LNC) platform delivery

technology.

About

MAT2203

Matinas

BioPharma’s MAT2203 is a potential oral broad-spectrum treatment for invasive deadly fungal infections. Although amphotericin B

is a fungicidal agent, it is currently only available through an intravenous route of administration, which is known to be associated

with several significant safety issues such as renal toxicity and anemia due to very high circulating levels of amphotericin B. MAT2203

has the potential to overcome the significant limitations of the currently available amphotericin B products due to its targeted oral

delivery. Combining comparable fungicidal activity with targeted delivery results in a lower risk of toxicity and potentially creates

the ideal antifungal agent for the treatment of invasive fungal infections. MAT2203 was successfully evaluated in the completed Phase

2 EnACT study in HIV patients suffering from cryptococcal meningitis, meeting its primary endpoint and achieving robust survival. MAT2203

was planned to be further evaluated in a single Phase 3 registration trial as an oral step-down monotherapy following treatment with

AmBisome (liposomal amphotericin B) compared with the standard of care in patients with invasive aspergillosis who have limited treatment

options.

For

more information, please visit www.matinasbiopharma.com.

Forward-Looking

Statements

This

release contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995.

All statements, other than statements of historical fact, contained in this release are forward-looking statements. Forward-looking statements

contained in this release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,”

“could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,”

“plan,” “potential,” “predict,” “project,” “suggest,” “target,”

“aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions,

although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current

expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict, including with respect to

the Company’s plans related to regaining compliance with the NYSE American’s continued listing standards. Further, certain

forward-looking statements are based on assumptions as to future events that may not prove to be accurate. For a further discussion of

risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as

risks relating to the business of the Company in general, see the risk disclosures in the Annual Report on Form 10-K of the Company for

the year ended December 31, 2025 and in other filings made with the Securities and Exchange Commission by the Company. All such forward-looking

statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise these statements, whether

as a result of new information, future events or otherwise.

Investor

Contact

Jerome

D. Jabbour

Chief

Executive Officer

(908)

484-8805

operations@matinasbiopharma.com

# #

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