Form 8-K

8-K — Matinas BioPharma Holdings, Inc.

Accession: 0001493152-26-030342

Filed: 2026-06-26

Period: 2026-06-24

CIK: 0001582554

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

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

Item: Other Events

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): June 24, 2026

MATINAS

BIOPHARMA HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-38022

46-3011414

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

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.

previously disclosed under Item 3.01 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3,

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

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

listing standard set forth in Section 1003(a)(iii) of the NYSE American Company Guide (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. The April Notice also indicated that the Company was not currently eligible for any exemption in Section

1003(a) of the Company Guide (including the exemption provided for companies with total value of market capitalization exceeding $50

million, among other things).

June 24, 2026, the Company received written notice (the “June Notice”) from the NYSE American that it is also not in compliance

with the continued listing standard set forth in Section 1003(a)(ii) of the Company Guide, which requires 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. The additional noncompliance was based on the Company’s reported stockholders’ equity of $3,022,000 as of March

31, 2026 and losses from continuing operations and/or net losses in five of its most recent fiscal years ended December 31, 2025.

The

Company submitted a plan (the “Plan”) to the NYSE American on May 4, 2026, advising of actions it has taken or will take

to regain compliance with the continued listing standards.

the June Notice, the NYSE American also notified the Company that the Plan was accepted and that the NYSE American granted the Company

a plan period through October 2, 2027 (the “Plan Period,” and such date, the “Plan Period Deadline”) to regain

compliance with the continued listing standards.

During

the Plan Period, the Company will be subject to periodic review by the NYSE American on its progress with the goals and initiatives outlined

in the Plan. The Company intends to take all reasonable measures available to regain compliance with Sections 1003(a)(ii) and (iii) of

the Company Guide during the Plan Period. If the Company does not regain compliance with the NYSE American listing standards by the Plan

Period Deadline, or if the Company does not make progress consistent with the Plan during the Plan Period, then NYSE American staff may

initiate delisting proceedings as appropriate.

The

June 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 during the Plan Period, subject to the Company’s compliance with the other listing requirements of

the NYSE American. The common stock will continue to trade under the symbol “MTNB.” The June Notice does not affect the Company’s

ongoing business operations or its reporting requirements with the Securities and Exchange Commission.

Item

8.01. Other Events.

June 26, 2026, in accordance with the NYSE American’s procedures, the Company issued a press release discussing the matters disclosed

in Item 3.01 of this Current Report on Form 8-K. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated

by reference into this Item 8.01.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

99.1

Press Release, dated June 26, 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: June 26, 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 and Acceptance of Plan to Regain Compliance

BEDMINSTER,

N.J. (June 26, 2026) – Matinas BioPharma Holdings, Inc. (the “Company”) (NYSE American: MTNB) announced today that

on June 24, 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)(ii) of the NYSE

American Company Guide (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. As of March 31,

2026, the Company had stockholders’ equity of $3.02 million and has had losses in the most recent five fiscal years ended December

31, 2025. As previously disclosed, the Company is also not in compliance with 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. Due to its non-compliance with Sections 1003(a)(ii) and 1003(a)(iii) of

the Company Guide, the Company is subject to the procedures and requirements of Section 1009 of the Company Guide.

May 4, 2026, the Company submitted a plan (the “Plan”) to the NYSE American advising of actions it has taken or will take

to regain compliance with the continued listing standards. The Notice indicated that the NYSE American staff had determined to accept

the Plan and grant the Company a plan period through October 2, 2027 (the “Plan Period,” and such date, the “Plan Period

Deadline”). Accordingly, the Company is able to continue its listing during the Plan Period and will be subject to periodic reviews,

including quarterly monitoring, for compliance with the Plan until it has regained compliance. However, there can be no assurance that

the Company will be able to achieve compliance with such standards within the Plan Period. If the Company is not in compliance with the

continued listing standards by the Plan Period Deadline, or if the Company does not make progress consistent with the Plan during the

Plan Period, then NYSE American staff may initiate delisting proceedings as appropriate. 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.

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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