This prospectus supplement updates the list of Selling Stockholders for the resale of up to 16,894,212 shares of Matinas Biopharma Holdings, Inc. (MTNB) common stock. The shares consist of 5,631,404 issuable upon conversion of Series C Convertible Preferred Stock and 11,262,808 issuable upon exercise of warrants. The supplement reflects changes in ownership due to the distribution of preferred stock and warrants to Sanitam Partners LLC's underlying equityholders and the assignment of preferred stock and warrants to SternAegis Ventures LLC Defined Benefit Plan for Adam K. Stern.
Key data:
- Total shares being resold: 16,894,212
- Composition: 5,631,404 shares from conversion of preferred stock and 11,262,808 shares from warrants
- Distribution to Sanitam Partners LLC: 1,406 shares of preferred stock and warrants for 4,798,636 warrant shares
- Assignment to SternAegis Ventures LLC Defined Benefit Plan: 265 shares of preferred stock and warrants for 800,000 warrant shares
- Last reported sale price of MTNB stock: $0.60 (June 18, 2026)
- Outstanding shares as of June 22, 2026: 6,406,191
Risk considerations:
- High risk associated with investment in MTNB securities
- Investors should review the "Risk Factors" section in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025
Ownership details:
- The supplement provides updated ownership information for listed selling shareholders, replacing previous data in the prospectus
- Ownership percentages are based on 6,406,191 shares outstanding as of June 22, 2026
- Certain selling shareholders have sold portions of their registered shares since the prospectus date
- Beneficial ownership limitations apply: 9.99% for preferred stock conversion and 4.99% for warrant exercise
