of the Current Reports on Form 8-K filed with the Securities and Exchange Commission on April 3, 2026 and June 26, 2026, the Company also received written notices from the NYSE American indicating that the Company was not in compliance with the continued listing standards set forth in Sections 1003(a)(ii) and 1003(a)(iii) of the Company Guide. Section 1003(a)(ii) requires a company to have stockholders’ equity of at least $4.0 million if it has reported losses from continuing operations and/o…

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 41…

Entry into a Material Definitive Agreement. Business Combination Agreement On July 10, 2026, Matinas BioPharma Holdings, Inc. (the “Company”), GH Power Inc., a corporation organized under the laws of Ontario (“GH Power”), 1001550000 Ontario Inc., a corporation organized under the laws of Ontario (“Pubco”), 1001550002 Ontario Inc., a corporation organized under the laws of Ontario and a wholly owned subsidiary of Pubco (“GH Power Merger Sub”) and MBH Merger Sub, Inc., a Delaware corporation an…

Other Events. As of July 10, 2026, after giving effect the to the Warrant Inducement, the Company had 13,692,796 shares of Common Stock outstanding. Forward-Looking Statements This communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Business Combination involving the Company and GH Power, the Stock Sale involving the Company and Azurity and the other transactions described herein, including expectations, hopes, b…

Changes in Control of Registrant. To the extent required by this Item, the information included in

Unregistered Sale of Equity Securities. The information contained in response to

Director — Robin L. Smith: Dr. Robin L. Smith resigned from the Board due to her other professional obligations.

Material Modifications to Rights of Security Holders. The information contained in response to

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 leas…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On 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 o…

Chief Financial Officer — Keith Kucinski: The CFO is leaving to pursue other opportunities, and the CEO will serve as interim CFO.

The filing details amendments to the CEO's employment agreement, including changes to retention bonus terms and definitions.

Chief Financial Officer — Keith Kucinski: Mr. Kucinski resigned to pursue other opportunities.

The Exchange Shares were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.

Entry into a Material Definitive Agreement. On August 15, 2025, Matinas BioPharma Holdings, Inc. (the “Company”) entered into Warrant Exchange Agreements (the “Exchange Agreements”) with certain holders (the “Exchanging Holders”) of warrants (the “Warrants”) to purchase an aggregate of 466,666 shares the Company’s common stock, par value $0.0001 per share (the “Common Stock”) having a current exercise price of $17.50. The Warrants were issued on April 5, 2024. Pursuant to the Exchange Agreeme…

The filing is about the approval of a new equity incentive plan, not a management change.

Material Modification to Rights of Security Holders. On April 30, 2025, the Board of Directors (the “ Board ”) of Matinas BioPharma Holdings, Inc. (the “ Company ”) approved and adopted an amendment (the “ Amendment ”) to the Company’s bylaws (the “ Bylaws ”) which reduces the number of shares required to constitute a quorum at a stockholders meeting of the holders of shares of the outstanding capital stock of the Company to provide that stockholders holding one-third of the voting power of t…

Amendments to employment agreements providing for cash retention bonuses in the event of a change in control.

Other Events. As previously reported, on February 13, 2025, Matinas BioPharma Holdings, Inc. (the “ Company ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain investors (the “ Purchasers ”), pursuant to which the Company agreed to issue and sell, in a private placement (the “ Offering ”), an aggregate of 3,300 shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (the “ Preferred Stock ”) and warrants (the “ Warrants ”…

Unregistered Sales of Equity Securities. The disclosure required by this Item and included in

Chairman of the Board and Director — Eric Ende: Mr. Ende resigned due to other professional obligations.

Director — Natasha Giordano, Matthew Wikler: Ms. Giordano and Mr. Wikler resigned from the Board due to their other professional obligations.

Material Modifications to Rights of Security Holders. The disclosure required by this Item and included in

Entry into a Material Definitive Agreement . On February 13, 2025, Matinas BioPharma Holdings, Inc., a Delaware corporation (the “ Company ”), entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain investors (the “ Purchasers ”), pursuant to which the Company agreed to issue and sell, in a private placement (the “ Offering ”), an aggregate of 3,300 shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (the “ Preferred Stock ”…

Unregistered Sales of Equity Securities. The disclosure required by this Item and included in