Matinas BioPharma Holdings, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Disclosure Controls and Procedures: As of December 31, 2025, under the supervision and with the participation of our principal executive officer and principal financial officer we have evaluated, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based upon such evaluation, our principal executive and financial officers have concluded that, as of December 31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that we filed or submitted under the Exchange Act is recorded, processed, summarized and reported within time periods specified by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Report on Internal Control over Financial Reporting: Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Our control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. 63 Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, any projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting based on criteria established in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded as of December 31, 2025, our internal control over financial reporting was effective. During 2024, we did not maintain an effective internal control environment to ensure the processing of and reporting of non-routine transactions are complete, accurate and timely. Specifically, we did not have the accounting resources necessary to ensure the timely preparation and review of the Company’s indefinite-lived assets impairment assessment. During 2025, the Company engaged third party financial resources to assist in its evaluation of its indefinite-lived assets for impairment. Based on these additional resources, the Company has concluded that it has remediated the material weaknesses that existed for the year ended December 31, 2024. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Changes in Internal Control Over Financial Reporting: Except for changes being implemented by the Company to address the material weakness identified above, there was no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that occurred during the quarter ended December 31, 2025 covered by this report that has materially affected or is reasonably likely to materially affect our internal control over financial reporting. Item 9B. Other Information None of the Company’s directors and officers adopted , modified , or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2025 (each as defined in Item 408 of Regulation S-K under the Exchange Act). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 64 PART III Item 10. Directors, Executive Officers And Corporate Governance All directors hold office for one-year terms until the election and qualification of their successors. Officers are appointed by our Board and serve at the discretion of the Board, subject to applicable employment agreements. The following table sets forth information regarding our executive officers and the members of our Board. Name Age Position(s) Jerome D. Jabbour 51 Chairman, Chief Executive Officer, President and Interim Chief Financial Officer Evelyn D’An 64 Director Keith Murphy 55 Director Edward Neugeboren 58 Director Robin L. Smith 65 Director Management Jerome D. Jabbour, JD was appointed Chief Executive Officer in March 2018 and was named Chairman in March 2025. He has served as our President since March 2016. Prior to that he served as our Executive Vice President, Chief Business Officer, General Counsel and Secretary since October 2013 and as one of our directors from April 2012 until November 2013. Mr. Jabbour is also a Co-founder of Matinas BioPharma. Jabbour has also served on the board of directors of Indaptus Therapeutics, Inc. (Nasdaq: INDP), a clinical stage biotechnology company dedicated to pioneering innovative cancer and viral infection treatments since February 2026. Prior to joining our management team, he was the Executive Vice President and General Counsel of MediMedia USA, or MediMedia, from 2012 to October 2013, a privately held diversified healthcare services company. Prior to MediMedia, he was the Senior Vice President, Head of Global Legal Affairs of Wockhardt Limited (2008-2012), a global pharmaceutical and biotechnology company, and Senior Counsel and Assistant Secretary at Reliant (2004-2008). Earlier in his career, he held positions as Commercial Counsel at Alpharma, Inc. (2003-2004) and as a Corporate Associate at Lowenstein Sandler LLP (1999-2003). Mr. Jabbour earned his J.D. from Seton Hall University School of Law in New Jersey and a B.A. in Psychology from Loyola University in Baltimore. Directors Jerome D. Jabbour. See description under “Management.” Evelyn D’An Ms. D’An has served on the Board since February 2025. She is an experienced board director and financial leader with extensive corporate governance, financial oversight, and accounting experience with a range of companies She is President of D’An Financial Services, a strategic consulting firm she established in 2004 and has been serving on corporate boards since 2006. From 1998 through 2004, Ms. D’An served as partner of Ernst & Young, an accounting and professional services firm, where she spent 18 years serving clients in retail, consumer products, technology, financial services, media and other sectors. Ms. D’An serves on the board of directors of Zoomcar Holdings, Inc., a publicly-traded car sharing platform company (NASDAQ: ZCAR), where she has served since April 2023, GHD Group Pty Ltd., a privately-held technical professional services firm, where she has served since March 2020, and Backblaze, Inc., a publicly-traded open cloud storage platform (NASDAQ: BLZE), where she has served since August 2021. Ms. D’An is the chair of the audit committee of all three companies, a member of the compensation committee of Backblaze, Inc. and Zoomcar Holdings, Inc. and a member of the nominating committee of GHD Group Pty Ltd. Ms. D’An served on the board of directors of Renovaro Inc. (NASDAQ: REND) (formerly Enochian BioSciences Inc.) from April 2018 through June 2021, where she was a member of the audit committee and the nominating committee. Ms. D’An graduated with a B.S. in Accounting from the State University at Albany. We believe Ms. D’An is qualified to serve on our Board due to her extensive expertise and experience in a variety of public companies and because of her demonstrated financial expertise and experience serving on boards of directors and as Chair of audit committees. 65 Keith Murphy has served on the Board since March 2025 and is currently a Director and Executive Chairman of VivoSim Labs, Inc. (Nasdaq: VIVS) (formerly Organovo Holdings, Inc. (Nasdaq: ONVO). Mr. Murphy re-joined the VivoSim board of directors in July 2020 and has served as its Executive Chairman since September 2020. Mr. Murphy is also the Chief Executive Officer and Chairman of Viscient Bio (“Viscient”), a private company that he founded in 2017 that is focused on drug discovery and development utilizing 3D tissue technology and multi-omics (genomics, transcriptomics, metabolomics). Mr. Murphy previously served as the President and Chief Executive Officer of Organovo from February 2012 through April 2017, and as Chairman from February 2012 through August 2017. Mr. Murphy also previously served as President, Chief Executive Officer, and Chairman of Organovo, Inc., Organovo’s primary operating company prior to its going-public transaction, from August 2007 to February 2012. Prior to founding Organovo, Mr. Murphy served in various roles at Amgen, Inc. from August 1997 to July 2007 including as Global Operations Leader for the osteoporosis/bone cancer drug Prolia/Xgeva (denosumab). Prior to joining Amgen, Mr. Murphy served at Alkermes, Inc., a biotechnology company, from July 1993 to July 1997, where he played a role on the development team for their first approved product, Nutropin (hGH) Depot. Mr. Murphy served as a member of the board of directors of Kintara Therapeutics, Inc. from August 2020 to February 2022, and served on its compensation committee and nominating and corporate governance committee. He holds a B.S. in Chemical Engineering from the Massachusetts Institute of Technology (MIT) and is an alumnus of the UCLA Anderson School of Management. We believe Mr. Murphy’s previous experience in the biotechnology field, especially in developing novel products, his experience and expertise in product development opportunities and strategy, and his educational experience qualify him to be a member of our board of directors. Edward Neugeboren. Mr. Neugeboren has served on the Board since March 2025. Mr. Neugeboren is Founder and Managing Partner of QuadView Healthcare Advisors LLC, a healthcare investment banking advisory and business development firm. From 2015 to 2025, Mr. Neugeboren was Chief Strategy Officer of Cronus Pharma, LLC, a fully integrated R&D, manufacturing and sales & marketing animal health pharmaceutical company. Mr. Neugeboren led commercial operations, strategic planning and acquisitions and was also responsible for developing and executing overall corporate strategy as well as corporate and portfolio acquisitions and licensing. Mr. Neugeboren currently serves on the Board of Directors of Grace Therapeutics (Nasdaq: GRCE), a late-stage biopharmaceutical company addressing rare and orphan diseases where he is a member of the Audit, Compensation and Nominating & Governance Committees. He served as an Advisor to Healthcare Capital Corp., Inc., and its merger with Alpha Tau Medical Ltd., a NASD listed radiopharmaceutical company. Previously, Mr. Neugeboren was the Chief Strategy Officer for Cronus’ parent pharmaceutical group comprised of Rising Pharma Holdings, Inc., a generic pharmaceutical company and Casper Pharma, LLC, a specialty pharmaceutical company. Mr. Neugeboren was previously a Managing Director of Ledgemont Capital Group, LLC, an investment banking firm providing strategic and financial advisory services to emerging healthcare and technology companies. Mr. Neugeboren also served as Chief Administrative Officer and Director of Equity Research Operations at Lehman Brothers and prior, he was Deputy Director of Equity Research at UBS, formerly Warburg Dillon Read and Director of Equity Research Operations. Mr. Neugeboren began his career in 1992 as an equity research analyst covering the Specialty Pharmaceuticals industry, including Generic Drugs and Drug Delivery at Dillon, Read & Co., Kidder, Peabody & Co., and Furman, Selz, Inc. He was a member of the top ranked Greenwich Associates Mid-Cap Pharmaceuticals Team. Mr. Neugeboren has graduated with a BA in Economics from Union College. He holds Series 24, 7 and 63 FINRA security licenses. We believe Mr. Neugeboren is qualified to serve as a director due to his extensive experience in drug development, business management and knowledge of the pharmaceutical, health care and securities industries. Robin L. Smith, MD, MBA. Dr. Smith has served on the Board since February 2025. Dr. Smith has been a Managing Partner of BRM Holdings, a privately-held strategic and investment advisory firm, since 2015. She also founded two privately-held biotechnology companies, Spiritus Therapeutics and Exotropin LLC. Dr Smith also served as an independent director of the Western Acquisition Ventures Corp., a special purpose acquisition company, from 2022-2023, where she served on the audit and compensation committees. From 2006 until 2015, Dr. Smith was chairman and chief executive officer of Lisata Therapeutics, Inc., a publicly-traded stem-cell bank (NASDAQ: LSTA) (formerly Neostem, Inc.). From October 2019 to December 2023, Dr. Smith served on the board of directors of Celularity Inc, a publicly-traded cellular and regenerative medicine company (NASDAQ: CELU). From February 2020 to May 2022, Dr. Smith served on the board of directors of ServiceSource International, Inc., a publicly-traded customer journey experience company (NASDAQ: SREV) that was acquired in 2022 by Concentrix Corporation, and served on its nominating and governance committee. From December 2019 to November 2021, Dr. Smith served on the board of directors of Sorrento Therapeutics, a former publicly-traded clinical and commercial stage biopharmaceutical company (NASDAQ: SRNE). From February 2019 to May 2020, Dr. Smith served on the board of directors of Seelos Therapeutics, a publicly-traded clinical-stage biopharmaceutical company (NASDAQ: SEEL), and served on its audit and compensation committees. Prior to 2019, Dr. Smith served on the boards of multiple publicly-traded biopharmaceutical companies. Dr. Smith received her B.A. from Yale University and her M.D. from the Yale School of Medicine. She holds an M.B.A. from the Wharton School of Business, completed the Stanford University Directors Program, and received an honorary Doctor of Science degree from Thomas Jefferson Medical College. We believe Dr. Smith is qualified to serve on our board of directors because of her extensive management experience in the pharmaceutical industry and her clinical, drug development and regulatory experience. There are no family relationships among any of our directors or executive officers. 66 Director Independence Based on information requested from and provided by each of our directors, the Board has determined that Messrs. Keith Murphy and Edward Neugeboren and Mses. Evelyn D’An and Robin L. Smith are “independent directors” as such term is defined in the rules of the NYSE American corporate governance requirements and Rule 10A-3 promulgated under the Exchange Act of 1934. M r. Jabbour is not an independent director under these rules because he is an executive officers of the Company. Each of Messrs. Herbert Conrad, Eric Ende, James Scibetta and Matthew Wikler and Ms. Natasha Giordano, who served as directors during 2025 and resigned in 2025, were determined to be “independent directors.” Board Committees Our Board has three standing committees — an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Audit Committee . The Audit Committee oversees and monitors our financial reporting process and internal control system, reviews and evaluates the audit performed by our registered independent public accountants and reports to the Board any substantive issues found during the audit. The Audit Committee is directly responsible for the appointment, compensation and oversight of the work of our registered independent public accountants. The Audit Committee reviews and approves all transactions with affiliated parties. Evelyn D’An, Robin L. Smith and Edward Neugeboren currently serve as members of the Audit Committee, with Ms. D’An serving as its chair. All current and past members of the Audit Committee have been determined to be financially literate and are considered independent directors as defined under the NYSE American’s listing standards and applicable SEC rules and regulations. Ms. D’An qualifies as an audit committee “financial expert” as that term is defined by SEC regulations. Our Board has adopted an Audit Committee Charter, which is available for viewing at www.matinasbiopharma.com . Compensation Committee . The Compensation Committee provides advice and makes recommendations to the Board in the areas of employee salaries, benefit programs and director compensation. The Compensation Committee also reviews the compensation of our executive officers, including our chief executive officer, and makes recommendations in that regard to the Board as a whole. Edward Neugeboren and Keith Murphy currently serve as members of the Compensation Committee, with Mr. Neugeboren serving as its chair. All current and past members of the Compensation Committee are considered independent directors as defined under the NYSE American’s listing standards. Our Board has adopted a Compensation Committee Charter, which is available for viewing at www.matinasbiopharma.com . Nominating and Corporate Governance Committee . The Nominating and Corporate Governance Committee nominates individuals to be elected to the full Board by our stockholders. The Nominating and Corporate Governance Committee considers recommendations from stockholders if submitted in a timely manner in accordance with the procedures set forth in our Bylaws and applies the same criteria to all persons being considered. Keith Murphy, Evelyn D’An and Robin L. Smith currently serve as members of the Nominating and Corporate Governance Committee, with Mr. Murphy serving as its chair. All current and past members of the Nominating and Corporate Governance Committee are considered independent directors as defined under the NYSE American’s listing standards. Our Board has adopted a Nominating and Corporate Governance Charter, which is available for viewing at www.matinasbiopharma.com . Code of Business Conduct and Ethics We have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial and accounting officer, or persons performing similar functions. A copy of the code is posted on the corporate governance section of our website, which is located at www.matinasbiopharma.com. If we make any substantive amendments to, or grant waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website. 67 Insider Trading Policy We have adopted an insider trading policy (the “Trading Policy”) that is designed to promote compliance with federal securities laws, rules and regulations, as well as the rules and regulations of the NYSE American. The Trading Policy provides the Company’s standards on trading and causing the trading of our securities or securities of other publicly traded companies while in possession of confidential information. It prohibits trading in certain circumstances and applies to all of our directors, officers and employees as well as independent contractors or consultants who have access to material nonpublic information of Matinas. Additionally, our Trading Policy imposes special additional trading restrictions applicable to all of our directors and executive officers. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report. Item 11. Executive Compensation Summary Compensation Table – 2025 Our named executive officers for the year ended December 31, 2025 were Jerrome D. Jabbour, Chief Executive Officer, President and Interim Chief Financial Officer; Keith Kucinski, former Chief Financial Officer; and James J. Ferguson, Former Chief Medical Officer. The following table sets forth information regarding the compensation awarded to, earned by or paid to the named executive officers for the years ended December 31, 2025 and December 31, 2024. Name and Principal Position Year Salary ($) Bonus ($) Option Awards ($) (1) All Other Compensation ($) Total ($) Jerome D. Jabbour 2025 598,000 — 57,044 — 655,044 Chief Executive Officer, President and Interim Chief Financial Officer 2024 598,000 — — — 598,000 Keith Kucinski 2025 416,000 — — — 416,000 Former Chief Financial Officer 2024 416,000 168,160 — — 584,160 James J. Ferguson 2025 390,000 — — — 390,000 Former Chief Medical Officer 2024 468,000 121,680 — — 589,680 (1) Amounts reflect the grant date fair value of option awards granted in 2025 and 2024 in accordance with Accounting Standards Codification Topic 718. These amounts do not correspond to the actual value that will be recognized by the named executive officers. 68 Narrative Disclosure to Summary Compensation Table Employment Agreements with Our Named Executive Officers Jabbour On March 22, 2018, we entered into an employment agreement with Mr. Jabbour, as subsequently amended on March 3, 2023, April 30, 2025 and December 12, 2025. Under the terms of Mr. Jabbour’s employment agreement, Mr. Jabbour received a signing bonus of $84,000 and a base salary of $350,000 per year. Mr. Jabbour’s current salary is $598,000. In addition, Mr. Jabbour is eligible to receive an annual bonus, which is targeted at 50% of his base salary but which may be adjusted by our Compensation Committee based on his individual performance and our performance as a whole. Mr. Jabbour is also eligible to receive option grants at the discretion of our Compensation Committee. In addition, Mr. Jabbour is eligible for a cash retention bonus in the event of a change in control of the Company, as such term is defined in the employment agreement, on or before June 30, 2026, equal to the greater of (i) Mr. Jabbour’s target annual bonus for the fiscal year in which the change in control occurs, or (ii) $299,000 if Mr. Jabbour remains employed with the Company through the date that of such change in control. Two-thirds of the retention bonus will be paid upon the Company’s execution of a definitive agreement that, if consummated, would result in a change in control, and the remaining one-third would be paid immediately prior to the closing of such change in control, so long as for each payment Mr. Jabbour has not resigned without good reason nor been terminated by the Company for cause (each as defined in the employment agreement). If Mr. Jabbour resigns for good reason or is terminated by the Company other than for Cause, he will be entitled to the retention bonus ( or any remaining portion thereof), payable within ten days following such termination and in any event not later than immediately prior to the closing of a change in control. Mr. Jabbour received $150,000 of his 2025 annual bonus in January 2026 with the remaining $150,000 to be paid upon the signing of a definitive agreement related to MAT2203. If we terminate Mr. Jabbour’s employment without cause or Mr. Jabbour resigns with good reason (absent a change of control), we are required to pay him severance of up to twelve months of his base salary plus COBRA benefits for twelve months, and his target annual bonus for the year pro rated to the date of termination. In addition, the vesting of 50% of his outstanding options issued prior to December 31, 2021 will be accelerated in full upon such termination and Mr. Jabbour will be provided with an extension through two years after the separation date of the exercise period for his vested stock options. If we terminate Mr. Jabbour’s employment without cause during the 24-month period immediately following a change of control or Mr. Jabbour resigns with good reason during the 24-month period immediately following a change of control, we are required to pay him severance of 18 months of his base salary and 1.5 times his target annual bonus plus 18 months of COBRA benefits. In addition, his outstanding options will be vested in full and Mr. Jabbour will be provided with an extension through two years after the separation date of the exercise period for his vested stock options. Mr. Jabbour is also subject to a customary non-disclosure agreement, pursuant to which Mr. Jabbour has agreed to be subject to a non-compete during the term of his employment and for a period of eighteen months following termination of his employment. Kucinski On December 31, 2018, we entered into an employment agreement with Mr. Kucinski which was effective as of January 2, 2019, as subsequently amended on March 3, 2023 and April 30, 2025. Under the terms of Mr. Kucinski’s employment agreement, Mr. Kucinski’s base salary was $250,000 per year, and was $416,000 at the time of his resignation. In addition, Mr. Kucinski was eligible to receive an annual bonus, which is targeted at 40% of his base salary but which may be adjusted by our Compensation Committee based on his individual performance and our performance as a whole. Mr. Kucinski was also eligible to receive option grants at the discretion of our Compensation Committee. In addition, Mr. Kucinski was entitled cash retention bonus in the event of a change in control of the Company, as such term is defined in the employment agreement, on or before March 31, 2026, equal to the greater of (i) Mr. Kucinski’s target annual bonus for the fiscal year in which the change in control occurs, or (ii) $166,400 if Mr. Kucinski remained employed with the Company through the date that of such change in control. If we terminated Mr. Kucinski’s employment without cause or Mr. Kucinski resigned with good reason, we would have been required to pay him severance of up to twelve months of his base salary plus benefits. In addition, the vesting of 50% of his outstanding options issued prior to December 31, 2021 would have been accelerated in full upon such termination. If we terminated Mr. Kucinski’s employment without cause during the 12-month period immediately following a change of control or Kucinski resigned with good reason during the 12-month period immediately following a change of control, we would have been required to pay him severance of 12 months of his base salary and his target annual bonus plus 12 months of COBRA benefits. In addition, his outstanding options would have been vested in full. Mr. Kucinski was also subject to a customary non-disclosure agreement, pursuant to which Mr. Kucinski has agreed to be subject to a non-compete during the term of her employment and for a period of eighteen months following termination of his employment. On November 18, 2025, Mr. Kucinski resigned from his position as Chief Financial Officer, effective January 17, 2026. Mr. Kucinski was not entitled to a retention bonus or severance under his employment agreement. 69 Ferguson On February 22, 2019, we entered into an employment agreement with Mr. Ferguson which was effective as of February 25, 2019, as subsequently amended on March 3, 2023. Mr. Ferguson’s employment with the Company was terminated without cause in October 2024, and Mr. Ferguson was eligible to receive the severance benefits described below for a termination by us without cause. Under the terms of Mr. Ferguson’s employment agreement, Mr. Ferguson’s base salary was $375,000 per year, and was $468,000 at the time of his termination. Mr. Ferguson was eligible to receive an annual bonus, targeted at 40% of his base salary and subject to adjustment by our Compensation Committee based on his individual performance and our performance as a whole. Mr. Ferguson was also eligible to receive option grants at the discretion of our Compensation Committee. Under the terms of his employment agreement, if Mr. Ferguson’s employment was terminated by us without cause or by Mr. Ferguson with good reason, we are required to pay him severance of up to twelve months of his base salary plus benefits. In addition, the vesting of 50% of his outstanding options issued prior to December 31, 2021 was accelerated in full upon such termination. Under the terms of his employment agreement, if we terminated Mr. Ferguson’s employment without cause during the 12-month period immediately following a change of control or Mr. Ferguson resigned with good reason during such period, we were required to pay him severance of 12 months of his base salary and his target annual bonus plus 12 months of COBRA benefits. In addition, his outstanding options would be vested in full. Mr. Ferguson is also subject to a customary non-disclosure agreement, pursuant to which Mr. Ferguson has agreed to be subject to a non-compete during the term of his employment and for a period of eighteen months following termination of his employment. All severance payments have been made to Mr. Ferguson as of October 31, 2025. Outstanding Equity Awards at Fiscal Year-End Table – 2025 The following table summarizes, for each of the named executive officers, the number of shares of common stock underlying outstanding stock options held as of December 31, 2025. Option Awards Name Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) unexercisable Option exercise price ($) Option expiration date Jerome D. Jabbour - 70,100 $ 0.59 Apr 29, 2035 36,457 33,544 $ 12.35 Dec 14, 2033 30,653 9,114 $ 26.50 Dec 19, 2032 33,163 - $ 46.00 Dec 13, 2031 32,001 - $ 68.00 Dec 31, 2030 20,001 - $ 113.50 Dec 31, 2029 15,001 - $ 54.00 Feb 10, 2029 20,000 - $ 49.02 Mar 21, 2028 8,001 - $ 166.00 Feb 20, 2027 7,001 - $ 21.50 Feb 4, 2026 Keith Kucinski 10,417 9,584 $ 12.35 Dec 14, 2033 9,636 2,865 $ 26.50 Dec 19, 2032 10,001 - $ 46.00 Dec 13, 2031 10,001 - $ 68.00 Dec 31, 2030 7,001 - $ 113.50 Dec 31, 2029 5,501 - $ 54.00 Feb 10, 2029 5,000 - $ 30.50 Jan 1, 2029 70 2013 Equity Compensation Plan General 2013 Plan On August 2, 2013, our Board adopted the 2013 Equity Compensation Plan (as amended to date, the “2013 Plan”) pursuant to the terms described herein. The 2013 Plan was approved by the stockholders on August 7, 2013. Effective May 8, 2014, upon the approval of our Board and our stockholders, we amended and restated the 2013 Plan, primarily to include “evergreen” provisions, which provided that the number of shares of common stock available for issuance under the 2013 Plan is subject to an automatic annual increase on January 1 of each year beginning in 2015; to amend the definition of “fair market value”; and to increase the limits on awards under the Plan. The 2013 Plan, which expired on May 7, 2024, provided for the granting of incentive stock options, nonqualified stock options, restricted stock units, performance units, and stock purchase rights. No additional awards will be made under the 2013 Plan. 2025 Plan On April 30, 2025, the Board, subject to the approval of our stockholders, which was received on June 23, 2025, adopted a new 2025 Equity Incentive Plan (the “2025 Plan”) to succeed the 2013 Plan. The general purpose of the 2025 Plan is to provide an incentive to our employees, directors, consultants and advisors by enabling them to share in the future growth of our business. The term of the 2025 Plan is 10 years. As of December 31, 2025, there were 116,500 options outstanding and 646,548 remaining shares available for grant under the 2025 Plan, and there are 434,334 awards, including both restricted stock grants and option grants, issued and exercised under the 2013 Plan. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not have any formal policy that requires us to grant, or avoid granting, stock options at particular times. Consistent with our annual compensation cycle, if options are to be granted, the Compensation Committee generally seeks to grant annual stock option awards in connection with our conducting and completing such annual review, which typically occurs in approximately the fourth quarter of each year. Equity awards were awarded to our non-employee directors pursuant to our 2013 Plan and 2025 Plan. The timing of any stock option grants in connection with new hires, promotions, or other non-routine grants may be tied to the event giving rise to the award (such as an employee’s commencement of employment or promotion effective date), and in other cases such grants may be awarded at the same time with other annual grants. As a result, in all cases, the timing of grants of stock options occurs independent of the release of any material nonpublic information, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. As required by SEC rules, the following table presents information regarding awards issued to our Named Executive Officers in fiscal year 2025 during any period beginning four business days before the filing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC. Name Grant Date Number of Securities Underlying the Award Exercise Price of the Award Grant Date Fair Value of the Award (1) Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information Jerome D. Jabbour 4/30/2025 70,100 $ 0.59 $ 57,044 4.92% (1) Amount reflects the grant date fair value of option awards granted in accordance with Accounting Standards Codification Topic 718. This amount does not correspond to the actual value that will be recognized by the named executive officer. 71 Tax Withholding The Company has the power and right to deduct or withhold, or require a participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulations to be withheld. Director Compensation We maintain a policy pursuant to which our non-employee directors receive annualized compensation. The policy provides for the following compensation amounts payable in cash, or upon election by such non-employee director, in shares of unrestricted common stock: (i) each non-employee director is entitled to receive an annual fee of $50,000; (ii) the chairman of the board is entitled to receive an additional annual fee of $25,000; (iii) the vice chair, if one is appointed, is entitled to receive an additional annual fee of $20,000; (iv) the chair of our audit committee is entitled to receive an annual fee of $15,000 and other members of our audit committee are entitled to receive $7,500; (v) the chair of our compensation committee is entitled to receive an annual fee of $10,000 and other members of our compensation committee are entitled to receive $6,000; and (vi) the chair of our nominating and corporate governance committee is entitled to receive an annual fee of $8,000 and other members are entitled to receive $4,000. All fees under the director compensation policy are paid on a quarterly basis in arrears and no per meeting fees are paid. All fees may be paid in unrestricted shares of common stock at the election of the director. We also reimburse non-employee directors for reasonable expenses incurred in connection with attending board of director and committee meetings. Director Compensation Table – 2025 The following table summarizes the annual compensation for our non-employee directors during 2025 and for each who resigned from our Board during 2025. Name Cash Compensation ($) Herbert Conrad 6,321 Eric Ende 16,019 Natasha Giordano 12,736 James S. Scibetta 4,375 Matthew Wikler 10,889 Evelyn D’An (1) 62,867 Edward Neugeboren (1) 54,563 Keith Murphy (1) 51,733 Robin Smith (1) 54,154 (1) As of December 31, 2025, Ms. D’ An, Mr. Neugeboren, Mr. Murphy and Ms. Smith each held options to purchase 11,600 shares of common stock. Compensation Committee Interlocks and Insider Participation The Compensation Committee of the Board is currently composed of the following two non-employee directors: Edward Neugeboren, Chair, and Keith Murphy. No member of the Compensation Committee is or was formerly an officer or an employee of the Company during the last fiscal year. In addition, no executive officer of the Company serves on the Compensation Committee or board of directors of a company for which any of the Company’s directors serve as an executive officer. See Item 13. Item 12. Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters. The following table sets forth the number of shares of common stock beneficially owned as of March 16, 2026 by: ● each of our stockholders who is known by us to beneficially own 5% or more of our common stock; 72 ● each of our executive officers; ● each of our directors; and ● all of our directors and current executive officers as a group. Beneficial ownership is determined based on the rules and regulations of the SEC. A person has beneficial ownership of shares if such individual has the power to vote and/or dispose of shares. This power may be sole or shared and direct or indirect. Applicable percentage ownership in the following table is based on 6,406,191 shares outstanding as of March 16, 2026. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock that are subject to options or warrants held by that person and exercisable as of, or within 60 days of, March 16, 2026 are counted as outstanding. These shares, however, are not counted as outstanding for the purposes of computing the percentage ownership of any other person(s). Except as may be indicated in the footnotes to this table and pursuant to applicable community property laws, each person named in the table has sole voting and dispositive power with respect to the shares of common stock set forth opposite that person’s name. Unless indicated below, the address of each individual listed below is c/o Matinas BioPharma Holdings, Inc., 1545 Route 206 South, Suite 302, Bedminster, NJ 07921. Name of Beneficial Owner Number of Shares Beneficially Owned Percentage of Shares Beneficially Owned 5% Stockholders David E. Lazar (1) 545,000 8.51 % Sanitam Partners LLC (2) 687,359 (3) 9.99 % Directors and Named Executive Officers Jerome D. Jabbour 231,157 (4) 3.49 % Evelyn D’An 11,600 (5) * % Keith Murphy 11,600 (6) * % Edward Neugeboren 11,600 (7) * % Robin Smith 11,600 (8) * % Keith A. Kucinski 59,447 (9) * % James Furgurson - - Directors and Current Executive Officers as a group (5 persons) 277,557 (10) 4.16 % * Less than 1% (1) Based solely on information contained in a Schedule 13G filed on August 19, 2025. The address of David E. Lazar is 44, Tower 100, The Towers, Winston Churchill, San Francisco, Paitilla, Panama City, Panama 07196. (2) Based on information contained in a Schedule 13D/A filed on April 10, 2025 by Sanitam Partners LLC, Adam K Stern, Platinum Point Capital, LLC, Brian Freifeld, Pembroke & Partners LLC and Robert J. Eide and other information known to the Company. (3) Includes (i) 28,260 shares of common stock owned by Mr. Stern, (ii) 118,577 shares of common stock owned by A.K.S. Family Partners LP (“AKSLP”), (ii) 26,500 shares of common stock owned by AKS Family Foundation (“AKS”), (iii) 21,350 shares of common stock owned by Stern Aegis Ventures, LLC Defined Benefit Plan for the Benefit of Adam K Stern, (iv) 6,000 shares of common stock owned by Pavillion Capital Partners LLC, (v) 6,000 shares of common stock owned by Piper Venture Partners LLC, (vi) 1,000 shares of common stock owned by IRA Adam K Stern - Rollover IRA, (vii) 3,000 shares of common stock owned by Stern Aegis Ventures LLC 401k Plan for the Benefit of Adam K Stern and (viii) 476,672 shares of common stock issuable upon exercise of Preferred Stock and 2025 Warrants beneficially held by Sanitam Partners LLC. Platinum Point Capital, LLC and Pembroke & Partners LLC. Excludes shares of common stock underlying the Preferred Stock and 2025 Warrants, which are subject to a beneficial ownership blocker. Mr. Stern has voting and investment control of the securities held by AKSLP, AKS, Stern Aegis Ventures, LLC Defined Benefit Plan for the Benefit of Adam K Stern, Pavillion Capital Partners LLC, Piper Venture Partners LLC,. IRA Adam K Stern - Rollover IRA, Stern Aegis Ventures LLC 401k Plan for the Benefit of Adam K Stern and Sanitam Partners LLC. Brian Freifeld has voting and investment control of the securities held by Platinum Point Capital, LLC. Robert J. Eide has voting and investment control of the securities held by Pembroke & Partners LLC. 73 (4) Includes 221,950 shares of common stock issuable upon exercise of options that are exercisable within 60 days of March 16, 2026. Does not include 86,085 shares of common stock issuable upon exercise of options that are not exercisable within 60 days of March 16, 2026. (5) Includes 11,600 shares of common stock issuable upon exercise of options that are exercisable within 60 days of March 13, 2026. (6) Includes 11,600 shares of common stock issuable upon exercise of options that are exercisable within 60 days of March 16, 2026. (7) Includes 11,600 shares of common stock issuable upon exercise of options that are exercisable within 60 days of March 16, 2026. (8) Includes 11,600 shares of common stock issuable upon exercise of options that are exercisable within 60 days of March 16, 2026. (9) Includes 57,557 shares of common stock issuable upon exercise of options that are exercisable within 60 days of March 16, 2026. (10) See notes (4), (5), (6), (7) and (8). Securities Authorized for Issuance under Equity Compensation Plans The following table summarizes information about our equity compensation plans as of December 31, 2025. Plan Category Number of Shares of Common Stock to be Issued upon Exercise of Outstanding Options (a) Weighted-Average Exercise Price of Outstanding Options (b) Number of Options Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c)(2) Equity compensation plans approved by stockholders 457,219 (1) $ 34.76 (1) 646,548 Equity compensation plans not approved by stockholders — — — Total 457,219 $ 34.76 646,548 (1) The amounts include securities issued under the 2013 Plan and the 2025 Plan. (2) In accordance with the “evergreen” provision in our 2025 Plan, an additional 256,248 shares were automatically made available for issuance on the first trading day of 2026, which represents 4.0% of the number of shares outstanding on December 31, 2025; these shares are excluded from this calculation. The 2013 Plan expired and no further grants will be made thereunder. 74 Item 13. Certain Relationships, Related Transactions, And Director Independence Certain Relationships and Related Party Transactions The following is a description of transactions since January 1, 2024, and each currently proposed transaction in which: ● the amounts involved exceeded or will exceed the lesser of (i) $120,000 and (ii) one percent of the average of our total assets at year-end for the last two completed fiscal years; and ● any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest. 2025 Offering On February 13, 2025, we entered into the February 2025 Agreement with the February 2025 Investors, pursuant to which we agreed to issue and sell, in a private placement, an aggregate of 3,300 shares of Preferred Stock, initially convertible into up to 5,631,404 shares of our common stock, with a stated value of $1,000 per share, and 2025 Warrants to purchase up to an aggregate of 200% of the shares of common stock into which the shares of Preferred Stock are initially convertible, or 11,262,808 shares of common stock, for an offering price of $1,000 per share of Preferred Stock and accompanying 2025 Warrants (the “2025 Private Placement”). Pursuant to the February 2025 Agreement, on February 13, 2025, we issued and sold in an initial closing 1,650 shares of Preferred Stock, initially convertible into up to 2,815,702 shares of common stock, and accompanying 2025 Warrants, initially exercisable for up to 5,631,404 shares of common stock, for gross proceeds of $1.65 million. On April 4, 2025, we obtained stockholder approval for the issuance of the Preferred Stock and 2025 Warrants, as required by the rules and regulations of NYSE American, including Section 713 of the NYSE American Company Guide, and issued and sold, in a second closing, an additional 1,650 shares of Preferred Stock, initially convertible into up to 2,815,702 shares of common stock, and accompanying 2025 Warrants, initially exercisable for up to 5,631,404 shares of common stock, for gross proceeds of $1.65 million. Pursuant to the February 2025 Agreement, until such time as the February 2025 Investors no longer own at least 10% of the outstanding shares of common stock on a fully diluted, as-converted basis, the February 2025 Investors will be entitled to nominate one director to serve on the Board, who is initially Dr. Smith. Until such time as the February 2025 Investors no longer own at least 30% of the outstanding shares of common stock on a fully diluted, as-converted basis, the February 2025 Investors are entitled to nominate one additional director to serve on the Board. Sanitam Partners LLC, a current holder of more than 5% of our common stock, purchased 1,406 shares of Preferred Stock and 2025 Warrants to purchase 4,798,636 shares of common stock in the 2025 Private Placement. Pembroke & Partners LLC, a current holder of more than 5% of our common stock, purchased 984 shares of Preferred Stock and 2025 Warrants to purchase 3,358,364 shares of common stock in the 2025 Private Placement. Platinum Point Capital LLC, a current holder of more than 5% of our common stock, purchased 410 shares of Preferred Stock and 2025 Warrants to purchase 1,399,320 shares of common stock in the 2025 Private Placement. HEZBAY Holdings LLC, a former holder of more than 5% of our common stock purchased 500 shares of Preferred Stock and 2025 Warrants to purchase 1,706,488 shares of common stock in the 2025 Private Placement. April 2024 Offering On April 2, 2024, we entered into a securities purchase agreement (the “April 2024 Purchase Agreement”) with certain institutional investors, pursuant to which we issued and sold an aggregate of: (i) 666,667 shares of common stock and (ii) warrants to purchase up to 666,667 shares of common stock The offering price per share and accompanying warrant was $15.00. Pursuant to the April 2024 Purchase Agreement, affiliates of Highbridge Capital Management, LLC, a former holder of more than 5% of our common stock, purchased 466,666 shares of common stock and warrants to purchase 466,666 shares of common stock, for $7.0 million. On August 15, 2025, we entered into Warrant Exchange Agreements (the “Exchange Agreements”) with affiliates of Highbridge Capital Management, LLC. Pursuant to the Exchange Agreements, on August 15, 2025, the Company issued to affiliates of Highbridge Capital Management, LLC one share of common stock for each April 2024 Warrant held, for an aggregate of 466,666 shares of common stock. 75 Indemnification Agreements We entered into indemnification agreements with certain of our directors and executive officers. The indemnification agreements provide for indemnification against expenses, judgments, fines and penalties actually and reasonably incurred by an indemnitee in connection with threatened, pending or completed actions, suits or other proceedings, subject to certain limitations. The indemnification agreements also provide for the advancement of expenses in connection with a proceeding prior to a final, non-appealable judgment or other adjudication, provided that the indemnitee provides an undertaking to repay to us any amounts advanced if the indemnitee is ultimately found not to be entitled to indemnification by us. The indemnification agreement set forth procedures for making and responding to a request for indemnification or advancement of expenses, as well as dispute resolution procedures that apply to any dispute between us and an indemnitee arising under the Indemnification Agreements. Policies and Procedures for Related Party Transactions We have adopted a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock, any members of the immediate family of any of the foregoing persons and any firms, corporations or other entities in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest, which we refer to collectively as related parties, are not permitted to enter into a transaction with us without the prior consent of our Board acting through the audit committee or, in certain circumstances, the chairman of the audit committee. Any request for us to enter into a transaction with a related party, in which the amount involved exceeds $100,000 and such related party would have a direct or indirect interest must first be presented to our audit committee, or in certain circumstances the chairman of our audit committee, for review, consideration and approval. In approving or rejecting any such proposal, our audit committee, or the chairman of our audit committee, is to consider the material facts of the transaction, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the benefits to us, the availability of other sources of comparable products or services and the extent of the related party’s interest in the transaction. Director Independence Based on information requested from and provided by each of our directors, the Board has determined that Messrs. Keith Murphy and Edward Neugeboren and Mses. Evelyn D’An and Robin L. Smith are “independent directors” as such term is defined in the rules of the NYSE American corporate governance requirements and Rule 10A-3 promulgated under the Exchange Act of 1934. M r. Jabbour is not an independent director under these rules because he is an executive officers of the Company. Each of Messrs. Herbert Conrad, Eric Ende, James Scibetta and Matthew Wikler and Ms. Natasha Giordano, who served as directors during 2025 and resigned in 2025, were determined to be “independent directors.” Item 14. Principal Accounting Fees And Services The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2025 and 2024, by EisnerAmper LLP, the Company’s independent registered public accounting firm. Years Ended December 31, 2025 2024 Audit Fees $ 279 $ 255 Audit-Related Fees — — Tax Fees — — Total Fees $ 279 $ 255 Audit Fees consist of fees billed for professional services rendered for the audit of our annual financial statements, audit of internal controls over financial reporting, review of our interim consolidated financial statements, comfort and consent letters. Audit-Related Fees consist of fees billed for professional services rendered for assurance related services that are reasonably related to the performance of the audit or review of our financial services. Tax Fees are for tax-related services related primarily to tax consulting and tax planning. The Audit Committee pre-approves all auditing services and any non-audit services that the independent registered public accounting firm is permitted to render under Section 10A (h) of the Exchange Act. The Audit Committee may delegate the pre-approval to one of its members, provided that if such delegation is made, the full Audit Committee must be presented at its next regularly scheduled meeting with any pre-approval decision made by that member. 76 Part IV Item 15. Exhibits And Financial Statement Schedules Exhibit No. Description 2.1 Merger Agreement, dated July 11, 2013, by and among the Company, Matinas Merger Sub, Inc., and Matinas BioPharma, Inc. (incorporated by reference to Exhibit 2.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 7, 2014). 2.2 Agreement and Plan of Merger with Aquarius Biotechnologies, Inc., a Delaware corporation, Saffron Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company and J. Carl Craft, as the stockholder representative (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 30, 2015). 3.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 7, 2014). 3.2 Bylaws (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 7, 2014). 3.3 Certificate of Amendment to Certificate of Incorporation , dated October 29, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2015). 3.4 Certificate of Amendment of Certificate of Incorporation, dated August 30, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 3, 2024. 3.6 Certificate of Amendment of Certificate of Incorporation, dated August 6, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2025). 3.7 Amendment No. 1 to Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2025). 3.8 Certificate of Designation of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2025) . 4.1 Common Stock Specimen (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 31, 2017). 4.2 Description of Securities.* 4.3 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2024). 4.4 Form of Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2025). 4.5 Form of Amendment to Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025). 77 10.1 Matinas BioPharma Holdings, Inc. Amended and Restated 2013 Equity Compensation Plan (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2015). † 10.2 Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 7, 2014). † 10.3 Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 7, 2014).† 10.4 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.14 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 7, 2014). † 10.5 Lease, effective as of November 4, 2013, by and between the company and A-K Bedminster Associates, L.P. (incorporated by reference to Exhibit 10.17 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 7, 2014). 10.6 Amended and Restated Exclusive License Agreement dated as of January 29, 2015, by and between Rutgers, the State University of New Jersey and Aquarius Biotechnologies, Inc. (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2015).+ 10.7 Lease Agreement, dated as of December 15, 2016, by and between CIP II/AR Bridgewater Holdings LLC, and Matinas BioPharma Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 28, 2017). 10.8 Employment Agreement, dated March 22, 2018, between the Company and Jerome D. Jabbour (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on March 27, 2018).† 10.9 Employment Agreement, dated January 3, 2019, between Matinas Biopharma Holdings, Inc. and Keith Kucinski (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2019).† 10.10 Employment Agreement, dated February 25, 2019, between Matinas Biopharma Holdings, Inc. and James J. Ferguson III (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2019). † 10.11 At-The-Market Sales Agreement, dated July 2, 2020, between Matinas BioPharma Holdings, Inc. and BTIG, LLC (incorporated by reference to Exhibit 1.02 to the Company’s Registration Statement on Form S-3 filed with the SEC on July 2, 2020). 10.12 Therapeutic Development Award Agreement, dated November 19, 2020, between Matinas BioPharma Holdings, Inc. and the Cystic Fibrosis Foundation (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2021). 10.13 Amendment to Employment Agreement, dated March 3, 2023, between Matinas Biopharma Holdings, Inc. and Jerome Jabbour (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2023).† 10.14 Amendment to Employment Agreement, dated March 3, 2023, between Matinas Biopharma Holdings, Inc. and Theresa Matkovits (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2023).† 10.15 Amendment to Employment Agreement, dated March 3, 2023, between Matinas Biopharma Holdings, Inc. and Keith Kucinski (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2023).† 10.16 Amendment to Employment Agreement, dated March 3, 2023, between Matinas Biopharma Holdings, Inc. and James Ferguson (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2023).† 10.17 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2025). 10.18 Amendment to Employment Agreement, dated as of April 30, 2025, between the Company and Jerome D. Jabbour (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2025). † 10.19 Amendment to Employment Agreement, dated as of April 30, 2025, between the Company and Keith Kucinski (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2025). † 10.20 Matinas BioPharma Holdings, Inc. 2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2025). † 78 10.21 Form of Warrant Exchange Agreement, dated August 15, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 18, 2025). 10.22 Third Amendment to Employment Agreement, dated as of December 12, 2025, between the Company and Jerome D. Jabbour (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2025). † 19.1 Matinas BioPharma Holdings Corp. Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2024). 21.1 Subsidiaries Index* 23.1 Consent of EisnerAmper LLP.* 31.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Section 1350 Certification.** 97.1 Matinas BioPharma Holdings, Inc. Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2025). 101 The following financial information from the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in XBRL (eXtensible Business Reporting Language), is filed electronically herewith: (i) Consolidated Balance Sheets as of December 31, 2025 and 2024; (ii) Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and 2024; (iii) Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 and 2024; (iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024; and (v) Notes to Consolidated Financial Statements.* 104 The cover page from this Annual Report on Form 10-K, formatted as Inline XBRL. + Confidential treatment has been requested for certain provisions of this Exhibit pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended. † Indicates a management contract or compensation plan, contract or arrangement. * Filed herewith. ** The information in this exhibit is furnished and deemed not filed with the SEC for purposes of section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of Matinas Biopharma Holdings, Inc. under the Securities Act or the Exchange Act of whether made before or after the date hereof, regardless of any general incorporation language in such filing. Item 16. Form 10-K Summary. None. 79 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bedminster, State of New Jersey on March 31, 2026. MATINAS BIOPHARMA HOLDINGS, INC. By: /s/ Jerome D. Jabbour Name: Jerome D. Jabbour Title: Chairman, Chief Executive Officer, President & Interim Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Person Capacity Date /s/ Jerome D. Jabbour Chairman, Chief Executive Officer, President & Interim Chief Financial Officer March 31, 2026 Jerome D. Jabbour (Principal Executive Officer and Principal Financial and Accounting Officer) /s/ Evelyn D’An Director March 31, 2026 Evelyn D’An /s/ Keith Murphy Director March 31, 2026 Keith Murphy /s/ Edward Neugeboren Director March 31, 2026 Edward Neugeboren /s/ Robin L. Smith Director March 31, 2026 Robin L. Smith 80 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Matinas BioPharma Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Matinas BioPharma Holdings, Inc. and Subsidiaries as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has recurring net losses and net cash flow used in operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F- 1 In-process Research and Development As described in Notes 3, 7, and 12 to the financial statements, In-process Research and Development ("IPR&D") is tested for impairment on an annual basis, or more frequently if indicators of impairment exist. Impairment exists if the carrying value of the IPR&D exceeds its fair value. The Company performed a quantitative assessment as of December 31, 2025, and estimated the fair value of the IPR&D with the income approach using a discounted cash flow method. Management's cash flow projections included significant judgments and assumptions relating to the plans contemplated for the commercialization of the IPR&D, along with the amount and timing of projected future cash flows and discount rates. We identified the impairment assessment of IPR&D as a critical audit matter due to the significant judgment by management when developing the fair value estimates. This led to a high degree of auditor judgment and subjectivity and effort in performing procedures and evaluating management's significant assumptions related to amount and timing of projected future cash flows and discount rates. Additionally, the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included, among others (i) understanding management’s process for developing the fair value estimate; (ii) evaluating the appropriateness of the discounted cashflow model used by management; and (iii) evaluating the reasonableness of the significant assumptions used by management related to the amount and timing of projected future cash flows and discount rates. Evaluating management's assumptions related to the amount and timing of projected future cash flows and discount rates involved evaluating whether the assumptions used by management were reasonable considering the consistency with external market and industry data. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model, (ii) the reasonableness of the discount rates assumption, and (iii) the appropriateness of probability and assumptions used in evaluating the reasonableness of the fair value of the IPR&D asset. /s/ EisnerAmper LLP We have served as the Company’s auditor since 2011. EISNERAMPER LLP Iselin, New Jersey March 31, 2026 F- 2 Matinas BioPharma Holdings, Inc. Consolidated Balance Sheets (in thousands, except for share data) 2025 2024 December 31, 2025 2024 ASSETS: Current assets: Cash and cash equivalents $ 3,999 $ 7,284 Restricted cash – security deposit 50 50 Prepaid expenses and other current assets 26 691 Total current assets 4,075 8,025 Non-current assets: Leasehold improvements and equipment - net 138 468 Operating lease right-of-use assets - net 531 1,680 Finance lease right-of-use assets - net 4 8 In-process research and development 2,260 2,260 Restricted cash - security deposit 200 200 Total non-current assets 3,133 4,616 Total assets $ 7,208 $ 12,641 LIABILITIES AND STOCKHOLDERS’ EQUITY: Current liabilities: Accounts payable $ 315 $ 95 Accrued expenses and other liabilities 452 1,805 Operating lease liabilities - current 694 761 Financing lease liabilities - current 2 5 Total current liabilities 1,463 2,666 Non-current liabilities: Deferred tax liability 257 257 Operating lease liabilities - net of current portion 653 2,116 Financing lease liabilities - net of current portion 5 12 Total non-current liabilities 915 2,385 Total liabilities 2,378 5,051 Stockholders’ equity: Series C Convertible preferred stock, stated value $ 1,000 per share, par value $ 0.0001 per share, 10,000,000 shares authorized at December 31, 2025 and 2024; 3,155 and 0 issued and outstanding as of December 31, 2025 and 2024, respectively. Liquidation preference of $ 3,155,000 as of December 31, 2025. — — Common stock par value $ 0.0001 per share, 500,000,000 and 250,000,000 shares authorized at December 31, 2025 and 2024, respectively; 6,406,191 and 5,086,985 issued and outstanding as of December 31, 2025 and 2024, respectively 1 1 Additional paid-in capital 215,616 207,413 Accumulated deficit ( 210,787 ) ( 199,824 ) Total stockholders’ equity 4,830 7,590 Total liabilities and stockholders’ equity $ 7,208 $ 12,641 The accompanying notes are an integral part of these consolidated financial statements. F- 3 Matinas BioPharma Holdings, Inc. Consolidated Statements of Operations and Comprehensive Loss (in thousands, except share and per share data) 2025 2024 For the Year Ended December 31, 2025 2024 Costs and Expenses: Research and development $ 85 $ 11,433 General and administrative 6,875 8,729 Impairment charges of goodwill and other intangible assets — 2,093 Impairment charges of other assets — 2,338 Total costs and expenses 6,960 24,593 Loss from operations ( 6,960 ) ( 24,593 ) Change in fair value of warrant liability ( 3,161 ) — Gain on sale of assets 37 — Other (expenses)/income, net ( 261 ) 262 Loss before tax $ ( 10,345 ) $ ( 24,331 ) Income tax benefit — 80 Net loss $ ( 10,345 ) $ ( 24,251 ) Deemed dividend relating to warrant exchange ( 618 ) — Net loss attributable to common shareholders $ ( 10,963 ) $ ( 24,251 ) Net loss per share – basic and diluted $ ( 2.00 ) $ ( 4.98 ) Weighted average common shares outstanding: Basic and diluted 5,474,129 4,865,829 Other comprehensive gain, net of tax Unrealized gain on securities available-for-sale — 221 Other comprehensive gain, net of tax — 221 Comprehensive loss $ ( 10,345 ) $ ( 24,030 ) The accompanying notes are an integral part of these consolidated financial statements. F- 4 Matinas BioPharma Holdings, Inc. Consolidated Statements of Changes in Stockholders’ Equity (in thousands, except for share data) Shares Amount Shares* Amount Capital Deficit (loss)/Income Equity Convertible Preferred Stock Series C Common Stock Additional Paid - in Accumulated Accumulated Other Comprehensive Total Stockholders’ Shares Amount Shares* Amount Capital Deficit (loss)/Income Equity Balance, December 31, 2023 — $ — 4,345,291 $ — $ 195,040 $ ( 175,573 ) $ ( 221 ) $ 19,246 Stock-based compensation — — — — 3,195 — — 3,195 Issuance of common stock and warrants in public offering, net of stock issuance cost ($ 877 ) — — 671,033 1 9,178 — — 9,179 Issuance of common stock in reverse stock split — — 70,661 — — — — — Other comprehensive income — — — — — — 221 221 Net loss — — — — — ( 24,251 ) ( 24,251 ) Balance, December 31, 2024 — $ — 5,086,985 $ 1 $ 207,413 $ ( 199,824 ) $ — $ 7,590 Balance — $ — 5,086,985 $ 1 $ 207,413 $ ( 199,824 ) $ — $ 7,590 Stock-based compensation — — — — 1,023 — — 1,023 Issuance of preferred stock and warrants in public offering, net of stock issuance costs ($ 29 ) 3,300 — — — 330 — — 330 Reclassification of warrants from liability to equity — — — — 6,103 — — 6,103 Issuance of Common Stock in exchange for warrants — — 466,666 — 618 — — 618 Deemed dividend — — — — — ( 618 ) — ( 618 ) Issuance of Common Stock upon conversion of preferred stock ( 145 ) — 247,440 — — — — — Issuance of Common Stock upon exercise of warrants — — 605,100 — 129 — — 129 Net loss — — — — — ( 10,345 ) ( 10,345 ) Balance, December 31, 2025 3,155 $ — 6,406,191 $ 1 $ 215,616 $ ( 210,787 ) $ — $ 4,830 Balance 3,155 $ — 6,406,191 $ 1 $ 215,616 $ ( 210,787 ) $ — $ 4,830 * Adjusted to reflect the impact of the 1-for-50 reverse stock split effective as of August 30, 2024. The accompanying notes are an integral part of these consolidated financial statements. F- 5 Matinas BioPharma Holdings, Inc. Consolidated Statements of Cash Flows (in thousands) 2025 2024 For the Year Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 10,345 ) $ ( 24,251 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 32 365 Net gain on disposal of assets ( 37 ) — Stock-based compensation expense 1,023 3,195 Loss on operating lease right-of-use assets modification 241 — Amortization of operating lease right-of-use assets 420 602 Amortization of finance lease right-of-use assets 4 5 Amortization of bond premium — ( 17 ) Change in fair value of warrant liability 3,161 — Impairment charges of goodwill and other intangible assets — 2,093 Impairment charges of other assets — 2,338 Income tax benefit — ( 84 ) Changes in operating assets and liabilities: Prepaid expenses and other current assets 665 587 Accounts payable 220 ( 419 ) Accrued expenses and other liabilities ( 1,353 ) 356 Operating lease liabilities ( 1,042 ) ( 655 ) Net cash used in operating activities ( 7,011 ) ( 15,885 ) Cash flows from investing activities: Proceeds from sale of assets 335 — Purchases of marketable debt securities — ( 8,437 ) Proceeds from sales of marketable debt securities — 17,645 Net cash provided by investing activities 335 9,208 Cash flows from financing activities: Gross proceeds from private placement of preferred stock and common stock warrants 3,300 — Transaction costs paid pursuant to private placement ( 29 ) — Net proceeds from exercise of warrants 129 — Net proceeds from public offerings of common stock and warrants — 9,179 Payments of capital lease liability – principal ( 9 ) ( 5 ) Net cash provided by financing activities 3,391 9,174 Net (decrease)/increase in cash, cash equivalents and restricted cash ( 3,285 ) 2,497 Cash, cash equivalents and restricted cash at beginning of period 7,534 5,037 Cash, cash equivalents and restricted cash at end of period $ 4,249 $ 7,534 Supplemental non-cash financing and investing activities: Reclassification of warrants from liability to equity $ 6,103 $ — Unrealized gain on marketable debt securities $ — $ 221 Exchange of warrants for shares of common stock $ 618 $ — Reduction of right-of-use assets and lease liabilities on lease termination $ 488 — The accompanying notes are an integral part of these consolidated financial statements. F- 6 Note 1 – Description of Business Matinas BioPharma Holdings Inc. (“Holdings”) is a Delaware corporation formed in 2013. Holdings is the parent company of Matinas BioPharma, Inc. (“BioPharma”), and Matinas BioPharma Nanotechnologies, Inc. (“Nanotechnologies,” formerly known as Aquarius Biotechnologies, Inc.), its operating subsidiaries (“Nanotechnologies”, and together with “Holdings” and “BioPharma”, “the Company”). The Company is a clinical-stage biopharmaceutical company focused on delivering groundbreaking therapies using its lipid nanocrystal (LNC) platform delivery technology (LNC Platform). The Company’s lead product candidate is MAT2203 (oral amphotericin B), a highly potent antifungal drug which, by virtue of LNC delivery, has been made oral, safe, and well-tolerated for prolonged administration in patients with life-threatening invasive fungal infections. Following the successful EnACT Phase 2 trial in the treatment of cryptococcal meningitis, MAT2203 is now positioned for a single, Phase 3 registration trial (the “ORALTO trial”) in support of a New Drug Application (“NDA”) for the treatment of invasive aspergillosis in patients with limited treatment options. The Company had also been seeking to develop an internal pipeline of products utilizing the LNC Platform to encapsulate small molecules and small oligonucleotides and facilitate targeted and extrahepatic delivery to desired cells and tissues without toxicity, with a focus on small molecule oncology applications as well as the formulation and delivery of small oligonucleotides with a primary therapeutic focus on inflammation. Following an 80% reduction in workforce implemented in late October 2024, the Company has been reassessing its strategic plan while implementing a cost-cutting strategy and paused further clinical development of MAT2203 with the goal of consummating a licensing, sale or other similar transaction as soon as possible to advance the development of MAT2203 into Phase 3. In addition, the Company continues to engage with the FDA to keep the MAT2203 Investigational New Drug Application (“IND”) active and is actively maintaining and prosecuting intellectual property relating to MAT2203 and to the LNC Platform generally as well as maintaining all of its obligations under its license agreement with Rutgers University. The Company also continues to support the patients in its Expanded/Compassionate Use Access Program with the assistance of outside medical clinician consultants, although the Company is no longer supplying patients with MAT2203. As a result of the reduction in force, the Company has paused the internal development of a pipeline of products utilizing the LNC Platform as it evaluates strategic alternatives for those early-stage programs in oncology and inflammatory diseases. The Company remains engaged in an ongoing partnership process for MAT2203, seeking one or more development and/or commercialization partners. The Company will require either (i) the consummation of a partnership transaction, or (ii) raising additional capital, prior to commencing the ORALTO trial. In the event a partnership is consummated, the partner may seek to revise the ORALTO trial or could determine a completely new development program and pathway for MAT2203. There can be no assurance that the Company will be successful in consummating a transaction involving MAT2203. Note 2 – Going Concern The Company has experienced net losses and negative cash flows from operations each period since its inception. Through December 31, 2025, the Company had an accumulated deficit of $ 210,787 . The Company’s net loss for the years ended December 31, 2025 and 2024 was $ 10,345 and $ 24,251 , respectively. The Company expects operating expenses to be lower in the near term compared to recent years until such time as it is able to consummate a licensing, sale or other similar transaction with a prospective partner that will provide funding to support initiation of the Phase 3 registration trial for MAT2203 and advancement of the LNC Platform delivery technology. The Company expects that its research and development expenses will increase if it moves forward with additional clinical studies for its current product candidates and development of additional product candidates. If the Company obtains U.S. Food and Drug Administration (“FDA”) approval for one or more of its product candidates, the Company expects that its expenses will continue to increase once the Company reaches commercial launch. As a result, the Company expects to continue to incur substantial losses for the foreseeable future. F- 7 As of December 31, 2025, the Company had cash and cash equivalents of $ 3,999 and restricted cash of $ 250 . The Company does not believe that the cash and cash equivalents on hand are sufficient to fund planned operations beyond the next twelve months from the filing date of these financial statements. As a result, substantial doubt exists about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon securing one or more partners to monetize the value of MAT2203, the ability to control its operating expenses, future sales of common stock through the At-The-Market Sales Agreement (“Sales Agreement”) with BTIG, LLC and securing additional financing. While the Company believes in the viability of this strategy and believes the actions presently being taken by the Company provide the opportunity for it to continue as a going concern, there can be no assurance the Company will be successful in its implementation. In particular, utilization of the Sales Agreement may not be viable due to market conditions and new financing may not be available on acceptable terms, or at all. These consolidated financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern. Note 3 – Summary of Significant Accounting Policies Basis of presentation and principles of consolidation The accompanying consolidated financial statements include the consolidated accounts of Holdings and its wholly owned subsidiaries, BioPharma, and Nanotechnologies. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and reflect the operations of the Company and its wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. Reverse Stock Split On August 30, 2024, the Company effected a 1-for-50 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”). The Company’s common stock began trading on a split adjusted basis on September 3, 2024. No fractional shares were issued as a result of the Reverse Stock Split as fractional shares of Common Stock were rounded up to the nearest whole share. Unless otherwise noted in these consolidated financial statements, all shares of common stock, warrants convertible into shares of common stock, stock options, per share information, and related parameters specified in this annual report have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. Refer to Note 14 – Stockholders’ Equity for additional information related to the Reverse Stock Split. F- 8 Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the Company’s research and development expenses and the assessment of the impairment of long-lived assets, including goodwill, intangible assets, other long-lived assets and the fair value of the Company’s warrant liability. Segment and geographic information Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures was adopted by the Company during the year ended December 31, 2024. This ASU requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), an amount for other segment items with description of composition, and disclosure of the title and position of the CODM. Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decisionmaker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company considers its chief executive officer to be the Company’s CODM. The CODM manages its operations and allocates resources based on the Company’s consolidated results and therefore operates as one segment. Segment revenue, profit or loss, significant segment expenses and other segment items - The accounting policies of the Company’s single operating and reportable segment are the same as those described in this Summary of Significant Accounting Policies. The Company’s method for measuring segment profitability includes net income(loss), which the CODM uses to assess performance and make decisions for resource allocation, consistent with the measurement principals for net income (loss) as reported on the Company’s consolidated statement of operations. The significant assets and expenses regularly reviewed by the CODM are consistent with those reported on the Company’s consolidated balance sheet, statement of operations. The measure of segment assets is reported in the consolidated balance sheet as total assets. Segment revenues and expenses are identical to that disclosed in the accompanying consolidated statement of operations and comprehensive loss. The adoption of these disclosure requirements did not have a material impact on its consolidated financial statements and related disclosures. Cash, cash equivalents and restricted cash The Company considers all highly liquid financial instruments with original maturities of three months or less when purchased to be cash and cash equivalents and all investments with maturities of greater than three months from date of purchase are classified as marketable debt securities. Cash and cash equivalents consisted of cash in bank checking and savings accounts, money market funds and short-term U.S. treasury bonds that mature within three months of settlement date. The Company presents restricted cash with cash and cash equivalents in the Consolidated Statements of Cash Flows. Restricted cash represents funds the Company is required to support a letter of credit to cover building operating leases. For a complete disclosure of the Company’s cash, cash equivalents and restricted cash, see Note 4 – Cash, Cash Equivalents, Restricted Cash and Marketable Debt Securities. Marketable Debt Securities Marketable debt securities, all of which were available-for-sale, consisted of U.S. treasury bonds, U.S. government notes and corporate debt securities and were carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive loss, except for losses from impairments which are determined to be other-than-temporary. Any premium or discount arising at purchase is amortized and/or accreted to interest income and/or expense over the life of the instrument. The Company reviewed its portfolio of available-for-sale debt securities, using both qualitative and quantitative factors, to determine if declines in fair value below cost have resulted from a credit-related loss or other factors. Realized gains and losses and declines in value judged to be other-than-temporary are included in the determination of net loss and are included in other income, net. Fair values are based on quoted market prices at the reporting date. Interest and dividends on available-for-sale securities are included in other income, net. For a complete disclosure of the Company’s marketable debt securities, see Note 4 – Cash, Cash Equivalents, Restricted Cash and Marketable Debt Securities. F- 9 Concentration of credit risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash and marketable debt securities. The Company’s investment policy is to invest only in institutions that meet high credit quality standards and establishes limits on the amount and time to maturity of investments with any individual counterparty. Balances are maintained at U.S. financial institutions and may from time to time exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $ 250 per depositor, per insured bank for each account ownership category. The Company has not experienced any credit losses associated with its balances in such accounts for the years ended December 31, 2025 and 2024. Leasehold improvements and equipment Leasehold improvements and equipment are stated at cost less accumulated depreciation and amortization, and impairment. Depreciation on equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three 3 to ten years , except for certain equipment that has been reduced to salvage value in connection with the Company’s impairment analysis and is no longer being depreciated, see Note 12 – Impairment Charges. Capitalized costs associated with leasehold improvements are amortized on a straight-line basis over the lesser of the estimated useful life of the asset or the remaining term of the lease. Upon retirement or sale, the cost of assets disposed of and related accumulated depreciation and amortization is removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred. For a complete disclosure of the Company’s leasehold improvements and equipment, see Note 6 – Leasehold Improvements and Equipment. Goodwill and Other Intangible assets Goodwill is recorded when consideration paid for an acquired entity exceeds the fair value of the net assets acquired. Goodwill is not amortized but rather is assessed for impairment at least annually on a reporting unit basis, or more frequently when events and circumstances indicate the goodwill may be impaired. The goodwill impairment test is performed at the reporting unit level. The fair value of the Company’s reporting unit is determined using an income approach, which involves the use of estimates and assumptions, including projected future operating results and cash flows, the cost of capital, and financial measures derived from observable market data of comparable public companies. The Company estimates and compares the fair value of its reporting unit to its carrying value including goodwill. If the fair value is less than the carrying value, an impairment expense is recorded for the difference between those values and limited to the total carrying amount of goodwill. Indefinite lived intangible assets are comprised of in-process research and development (“IPR&D”) and represent projects acquired in a business combination that have not reached technological feasibility or that lack regulatory approval at the time of acquisition. These IPR&D assets are reviewed for impairment annually, or sooner if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The assessment of the Company’s indefinite lived intangible asset involves comparing the fair value of the asset, determined using the income approach which is based on discounted cash flow techniques, to the carrying value of the asset. The fair value determination is based on the concept of evaluating the highest and best use of the asset (group) in the hands of a market participant and considers the current use and any other use that is financially feasible, justifiable, and reasonably probable. If the fair value is less than the carrying value, an impairment expense is recorded for the difference between those values. During the fourth quarter of 2024, the Company identified impairment indicators for its goodwill and other intangible assets, primarily due to the terminated partnership negotiations for the future development & commercialization of MAT2203 and subsequent cost-cutting measures. The Company completed the required quantitative impairment test which resulted in recognizing a full non-cash impairment charge equal to the carrying amount of goodwill and a partial impairment charge related to IPR&D. See Notes 7 - Goodwill and Other Intangible Assets and 12 – Impairment Charges. The Company elected to perform a quantitative analysis as of December 31, 2025 and determined that no impairment charges needed to be recorded related to IPR&D. F- 10 Long-lived assets The Company reviews leasehold improvements and equipment, operating lease right-of-use assets and other long-lived asset for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability is measured by comparing its carrying amount with the future net undiscounted cash flows the assets expected to generate. If such assets are considered to be impaired, the impairment is measured as the difference between the carrying amount of the assets and the Level 3 fair value of assets using the present value of the future net cash flows generated by the respective long-lived assets. Determining fair value requires the use of estimates and assumptions. Such estimates and assumptions include revenue growth rates, estimated cost structure and operating expense, weighted average costs of capital, and future market conditions, market rental rate, among others. Following a triggering event in the fourth quarter of 2024, the Company completed an impairment test for long-lived assets, which resulted in non-cash impairment charges. See Note 12 – Impairment Charges. There was a triggering event in September 2025, and management performed a quantitative analysis and concluded that no additional impairment was necessary. The Company did not record an impairment charge related to its long-lived assets during the year ended December 31, 2025. Leases The Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 842, “Leases”, establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. ROU assets are evaluated for impairment as a long-lived asset. Lessor accounting under the new standard is substantially unchanged. Additional qualitative and quantitative disclosures are also required. For a complete disclosure of the Company’s leases, see Note 9 – Leases. Income taxes Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates in the period that includes the enactment date. The Company adopted the provisions of ASC 740-10 and has analyzed its filing positions in 2025 and 2024 in jurisdictions where it may be obligated to file returns. The Company believes that its income tax filing position and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties as of December 31, 2025. Since the Company incurred net operating losses in every tax year since inception, the 2015 through 2024 income tax returns are subject to examination and adjustments by the Internal Revenue Service for at least three years following the year in which the tax attributes are utilized. F- 11 Fair Value Measurements As defined in ASC 820 “Fair Value Measurement”, fair value measurements should be disclosed separately by three levels of the fair value hierarchy. For assets and liabilities recorded at fair value, it is the Company’s policy to maximize the use of observable inputs (quoted prices in active markets) and minimized the use of unobservable inputs (the Company’s assumptions) when developing fair value measurements, in accordance with the established fair value hierarchy. For a complete disclosure of the Company’s fair value measurements, see Note 5 – Fair Value Measurements. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. Warrants classified as equity are recorded at fair value as of the date of issuance on the Company’s consolidated balance sheets and no further adjustments to their initial valuation are subsequently made. Warrants that require separate accounting as liabilities are recorded on the Company’s consolidated balance sheets at their fair value on the date of issuance and are revalued on each subsequent balance sheet date until such instruments are exercised or expired, with any changes in the fair value between reporting periods recorded on the consolidated statement of operations. The assessment of whether the warrants are accounted for as equity-classified or liability-classified instruments is re-evaluated on a periodic basis. See Note 14 - Stockholders’ Equity for a discussion on the Company’s warrants. Stock-based compensation Stock-based compensation to employees consists of stock option grants. The Company accounts for stock-based compensation under the provisions of ASC 718-10, Compensation – Stock Compensation , which requires all share-based payments to employees, non-employees and directors, including grants of stock options and restricted shares, to be recognized in the consolidated statements of operations and comprehensive loss based on their fair values on the date of grant over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are accounted for as they occur. Generally, the Company issues stock option awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company classifies stock-based compensation expense in the same manner in which the awards recipient’s payroll or service provider’s costs are classified. The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC Topic 505, subtopic 50, Equity-Based Payments to Non-Employees based upon the fair-value of the underlying instrument. The equity instruments, consisting of stock options granted to consultants, are valued using the Black-Scholes valuation model. The Company calculates the fair value of option grants utilizing the Black-Scholes pricing model and estimates the fair value of restricted stock based upon the estimated fair value or the common stock. The resulting compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the requisite service period of the award. Net Loss Per Share The following table sets forth the computation of basic and dilutive net loss per share: Schedule of Basic and Dilutive Net Loss Per Share 2025 2024 Years Ended December 31, 2025 2024 Numerator: Net loss attributable to common stockholders $ ( 10,345 ) $ ( 24,251 ) Adjustment for deemed dividend (*) ( 618 ) — Adjusted net loss used for basic and diluted calculation $ ( 10,963 ) $ ( 24,251 ) Denominator: Weighted-average common shares, basic and diluted 5,474,129 4,865,829 Net loss per common share: Basic and diluted $ ( 2.00 ) $ ( 4.98 ) (*) Deemed dividend represents the excess of fair value of common stock issued over the fair value of warrants immediately prior to exchange, which reduces income available to common stockholders used for the basic and diluted net loss per common share calculation. F- 12 Basic and diluted net loss per common share Net loss per share information is determined using the two-class method. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in the earnings as if all income (loss) for the period had been distributed. The Company’s convertible preferred stock and outstanding warrants participate in any dividends declared by the Company on common stock on a one-for-one basis and are therefore considered to be participating securities. The participating securities are not required to participate in the losses of the Company, and therefore during periods of loss there is no allocation required under the two-class method. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to common stockholders is computed by adjusting net loss per share attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period including potential dilutive common shares. For purposes of this calculation, outstanding options and warrants to purchase common stock, and shares of convertible preferred stock are considered potential dilutive common shares. The Company has generated net loss in all periods presented, and therefore the basic and diluted net loss per share attributable to common stockholders are the same as the inclusion of the potentially dilutive securities would be anti-dilutive. During the years ended December 31, 2025 and 2024, diluted earnings per common share is the same as basic earnings per common share because, as the Company incurred a net loss during each period presented, the potentially dilutive securities from the assumed exercise of all outstanding stock options and warrants would have an anti-dilutive effect. The reconciliation of the anti-dilutive shares as of December 31, 2025 and 2024 are as follows: Schedule of Anti-dilutive Securities As of December 31, 2025 2024 Stock options 457,219 687,356 Preferred stock conversion to common stock 5,383,964 — Warrants 10,516,543 666,667 Total 16,357,726 1,354,023 Research and development expenses Research and development expenses primarily consist of costs associated with the preclinical and clinical development of our product candidate portfolio, including the following: ● external research and development expenses incurred under arrangements with third parties, such as contract research organizations (“CROs”) and other vendors and contract manufacturing organizations (“CMOs”) for the production of drug substance and drug product; and ● employee-related expenses, including salaries, benefits and share-based compensation expense. F- 13 Research and development expenses also include costs of acquired product licenses and related technology rights where there is no alternative future use, costs of prototypes used in research and development, consultant fees and amounts paid to certain of our collaborative partners. All research and development expenses are charged to operations as incurred in accordance with FASB ASC Topic 730, Research and Development. The Company accounts for non-refundable advance payments for goods and services that will be used in future research and development activities as expenses when the service has been performed or when the goods have been received, rather than when the payment is made. Accrued Research and Development Expenses As part of the process of preparing the Company’s financial statements, the Company is required to estimate its accrued expenses. This process involves reviewing quotations and contracts, identifying services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost. Certain of the Company’s service providers invoice the Company monthly in arrears for services performed or when contractual milestones are met. The Company makes estimates of its accrued expenses as of each balance sheet date in its financial statements based on facts and circumstances known to the Company at that time. The Company periodically confirms the accuracy of its estimates with the service providers and adjusts if necessary. The significant estimates in the Company’s accrued research and development expenses are related to expenses incurred with respect to CROs, CMOs and other vendors in connection with research and development and manufacturing activities. The Company bases its expense related to CROs and CMOs on its estimates of the services received and efforts expended pursuant to quotations and contracts with such vendors that conduct research and development and manufacturing activities on its behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. There may be instances in which payments made to the Company’s vendors will exceed the level of services provided and result in a prepayment of the applicable research and development or manufacturing expense. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from its estimate, the Company adjusts the accrual or prepaid expense accordingly. Although the Company does not expect its estimates to be materially different from amounts actually incurred, the Company’s understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and could result in us reporting amounts that are too high or too low in any particular period. There have been no material changes in estimates for the periods presented. Patent expenses Legal fees and other direct costs incurred in obtaining and protecting patents are also expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations. Other comprehensive gains Other comprehensive gains consist of net gains/(losses) and unrealized gains on marketable debt securities available-for-sale and is presented in the Consolidated Statements of Operations and Comprehensive Loss. Recent accounting pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which expands annual disclosure requirements related to the rate reconciliation and income taxes paid disclosures. ASU 2023-09 requires consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid to be disaggregated by jurisdiction. The updated standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted and the update may be applied on a prospective basis with retrospective application permitted. The Company adopted the ASU on January 1, 2025 and the adoption had no material impact on the Company’s financial statements. F- 14 In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) , which specifies additional disclosure requirements. The new guidance requires additional disclosures, including the composition of certain income expense line items (such as purchases of inventory, employee compensation, and “other expenses”) and a separate disclosure for selling expenses. This change is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, however, early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on the consolidated financial statements and disclosures. The Company’s management has considered all recent accounting pronouncements issued and believes that these recent pronouncements will not have a material effect on the Company’s financial statements. Note 4 – Cash, Cash Equivalents, Restricted Cash and Marketable Debt Securities Cash, Cash Equivalents and Restricted Cash The Company presents restricted cash with cash and cash equivalents in the Consolidated Statements of Cash Flows. Restricted cash at December 31, 2025 and 2024 of $ 250 represents funds the Company is required to set aside as collateral, primarily for one of the Company’s operating leases and other purposes. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Consolidated Balance Sheets to the total of the amounts in the Consolidated Statements of Cash Flows as of December 31, 2025, December 31, 2024 and December 31, 2023: Schedule of Cash, Cash Equivalents and Restricted Cash December 31, 2025 December 31, 2024 December 31, 2023 Cash and cash equivalents $ 3,999 $ 7,284 $ 4,787 Restricted cash included in current/non-current assets 250 250 250 Cash, cash equivalents and restricted cash in the statement of cash flows $ 4,249 $ 7,534 $ 5,037 Marketable Debt Securities The Company classified its investments in marketable debt securities as available-for-sale and as a current asset. The Company’s investments in marketable debt securities were carried at fair value, with unrealized gains and losses included as a separate component of stockholders’ equity. Unrealized losses and gains were classified as other comprehensive (loss)/income and costs are determined on a specific identification basis. Realized gains and losses from marketable debt securities are recorded in other income, net. The Company did not incur any realized gains and losses during the years ended December 31, 2025 and 2024. For the years ended December 31, 2025 and 2024, the Company recorded unrealized gains of $ 0 and $ 221 , respectively. The Company did no t own any marketable debt securities at December 31, 2025 and 2024. Note 5 - Fair Value Measurements The Company uses the fair value hierarchy to measure the value of its financial instruments. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The basis for fair value measurements for each level within the hierarchy is described below: ● Level 1 – Quoted prices for identical assets or liabilities in active markets. F- 15 ● Level 2 – Quoted prices for identical or similar assets and liabilities in markets that are not active; or other model-derived valuations whose inputs are directly or indirectly observable or whose significant value drivers are observable. ● Level 3 – Valuations derived from valuation techniques in which one or more significant inputs to the valuation model are unobservable and for which assumptions are used based on management estimates. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The carrying amounts of cash equivalents, current portion of restricted cash, prepaid expenses and other current assets, accounts payable, current portion of lease liabilities and accrued expenses approximate fair value due to the short-term nature of these instruments. The Company did not have any financial assets or liabilities that were carried at fair value using the hierarchy as of December 31, 2025 and 2024. During 2025, the Company had liability classified warrants that were carried at fair value. During 2024, the Company did not have any assets or liabilities carried at fair value. The table below presents a summary of changes in fair value of the warrant liability that was measured at fair value on a recurring basis: Schedule of Fair Value of Warrant Liability Warrant Liability Balance at December 31, 2024 $ — Issuance of warrants reported at fair value 2,942 Change in fair value 3,161 Reclassification to equity ( 6,103 ) Balance at December 31, 2025 $ — On February 13, 2025, the Company entered into a securities purchase agreement with certain investors and, pursuant to an initial and second closing under the agreement, issued and sold to the investors an aggregate of (i) 3,300 shares of convertible preferred stock and (ii) warrants (the “Warrants”) to purchase up to 11,262,808 shares of the Company’s common stock (see Note 14). The Company classified the Warrants as a liability upon issuance. Accordingly, proceeds from the transaction were first allocated to the Warrants which were recorded at fair value at issuance, and any residual value allocated to preferred stock. Subsequent changes in fair value of the Warrants were recognized in the Company’s consolidated statements of operations and comprehensive loss. On June 26, 2025, the terms of the Warrants were amended to remove the provision that provided for a potential adjustment to the Warrants that did not meet the indexation requirements. The Company determined that the Warrants then satisfied the conditions to be accounted for as equity instruments. The change in fair value of the Warrants until June 26, 2025 was recorded in the income statement and fair value of the Warrants on June 26, 2025, was reclassified to equity. There will be no subsequent measurement for the equity classified Warrants as long as the indexation and equity classification criteria continue to be met. For each reporting period during which the Warrants were classified as a liability, the Company’s warrant liability was measured at fair value utilizing a Monte Carlo simulation model, which required assumptions including the value of the stock on the measurement date, exercise price, expected term, expected volatility, and the risk-free interest rate. Certain assumptions, including the expected term and expected volatility, were subjective and require judgment to develop. F- 16 The warrant liabilities were valued on the various measurement dates during the year ended December 31, 2025 using the following range of assumptions: Schedule of Warrant Liability Expected volatility 54.0 % - 61.0 % Risk-free interest rate 3.77 % – 4.39 % Stock price on valuation date $ 0.52 - 0.94 Exercise price $ 0.64 Dividend yield 0.00 % Expected term 4.8 - 5.0 years Fair Values Measured on a Non-recurring Basis The Company’s non-financial assets, such as property, plant and equipment, and intangible assets, including IPR&D, are recorded at fair value upon acquisition and are remeasured only if an impairment charge is recognized. The Company remeasured the fair value of its long-lived assets upon the occurrence of triggering events in the fourth quarter of 2024 and in the third quarter of 2025. See Note 12 - Impairment Charges for more information on the impairment losses recorded during the year ended December 31, 2025 and 2024 for assets measured on a non-recurring basis. Note 6 – Leasehold Improvements and Equipment Leasehold improvements and equipment, summarized by major category, consist of the following for the years ended December 31, 2025 and 2024: Schedule of Leasehold Improvements and Equipment December 31, 2025 December 31, 2024 Equipment $ — $ 1,535 Leasehold improvements 166 993 Total 166 2,528 Less: accumulated depreciation and amortization 28 2,060 Leasehold improvements and equipment, net $ 138 $ 468 Depreciation and amortization expense for the years ended December 31, 2025 and 2024 was $ 32 and $ 365 , respectively. During the year ended December 31, 2025, the Company recorded net asset write-offs of $ 2,082 , including $ 2,064 of related accumulated depreciation. Assets sales and disposals On April 19, 2025, the Company initiated a process to sell certain unused laboratory equipment that was previously impaired and carried a net book value of $ 280 . During the year end ended December 31, 2025, the Company sold all $ 280 of the equipment, generating proceeds of $ 335 resulting in a gain of $ 55 . In addition, the Company incurred an $ 18 loss on the disposal of leasehold improvements. Impairment of Long-Lived Assets During the fourth quarter of 2024, the Company recorded in its consolidated statement of operations and comprehensive loss a $ 1,090 charge for an impairment loss associated with its leasehold improvements and equipment. The Company did not record an impairment charge during the year ended December 31, 2025. Note 7 – Goodwill and Other Intangible Assets The following table provides the gross and net carrying value of goodwill as follows: Schedule of Goodwill Amounts Balance at December 31, 2023 $ 1,336 Impairment of goodwill ( 1,336 ) Balance at December 31, 2024 $ — F- 17 The Company completed its annual impairment test for goodwill during the fourth quarter of 2024, which resulted in full impairment of the Company’s $ 1,336 of goodwill. The goodwill impairment is reflected in impairment charge of goodwill and other intangible assets in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2024. For the year ended December 31, 2025, there were no additions to goodwill. The following table provides the gross and net carrying value of IPR&D as follows: Schedule of In Process Research and Development Amounts Balance at December 31, 2023 $ 3,017 Impairment of IPR&D ( 757 ) Balance at December 31, 2024 $ 2,260 Impairment of IPR&D — Balance at December 31, 2025 $ 2,260 The Company completed its impairment test for IPR&D during the fourth quarter of 2024, which resulted in partial impairment of $ 757 of the Company’s of IPR&D. The IPR&D impairment is reflected in impairment charge of goodwill and other intangible assets in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2024. The Company completed its quantitative impairment test for IPR&D during the fourth quarter of 2025, and noted the fair value exceeded the carrying value. Consequently, the Company did not record an IPR&D impairment charge during the year ended December 31, 2025. Note 8 – Accrued Expenses and Other Liabilities Accrued expenses and other liabilities, summarized by major category, consist of the following for the years ended December 31, 2025 and 2024: Schedule of Accrued Expenses 2025 2024 As of December 31, 2025 2024 Severance $ — $ 1,509 General and administrative expenses 452 296 Total $ 452 $ 1,805 Note 9 – Leases The Company has various lease agreements including leases of office space, a laboratory and manufacturing facility, and various equipment. Some leases include purchase, termination or extension options for one or more years. These options will be included in the lease term when it is reasonably certain that the option will be exercised. Certain of the Company’s lease agreements contain rent escalation clauses. Operating and finance leases are presented in the Company’s consolidated balance sheets as right-of-use assets from leases, current lease liabilities and long-term lease liabilities. The assets and liabilities from our leases are recognized at the lease commencement date based on the present value of remaining lease payments over the lease term using the Company’s incremental borrowing rates or implicit rates, when readily determinable. Short-term leases, which have an initial term of 12 months or less, are not recorded on the balance sheet. As the Company’s operating leases do not provide implicit rates, the Company has utilized its incremental borrowing rate, determined based on the long-term borrowing costs of companies with similar credit profiles, to record its lease obligations. The Company’s finance leases provide readily determinable implicit rates. For operating leases, the Company recognizes the minimum rental expense on a straight-line basis based on the fixed components of a lease arrangement. The Company will amortize this expense over the term of the lease beginning with the lease commencement date. F- 18 Operating lease obligations On November 1, 2013, the Company entered into a 7 -year lease for office space in Bedminster, New Jersey which commenced in June 2014 at a monthly rent of approximately $ 13 , increasing to approximately $ 14 toward the end of the term. The lease was subsequently amended on September 13, 2022 to provide additional space and to extend the term of the lease until June 30, 2029 at a monthly rent of approximately of approximately $ 20 , increasing to approximately $ 23 toward the end of the term. On October 3, 2025, the Bedminster lease was amended to decrease the lease term to 15 months, beginning in October 2025 and ending December 31, 2026. The amendment included a one-time payment of $ 323 in full satisfaction of the Company’s rental obligations through the end of the amended term date. The lease amendment also included a provision which provided the landlord the right to relocate the Company to mutually acceptable space within the building. In November 2025, the Company was moved to another space in the building which is approximately 500 square feet and approximately 94% less space than the prior leased office space. The decrease in office space generated a right-of-use asset write-off of $ 207 . This partial lease termination resulting in the recognition of the loss in the amount of $ 241 in the accompanying consolidated statement of operation and comprehensive loss. There is no renewal option, no security deposit, no residual value or significant restrictions or covenants other than those customary in such arrangements. Except as expressly provided, all other terms, covenants, conditions and agreements as set forth in the lease will remain unchanged and in full force and effect. On December 15, 2016, the Company entered into a 10 -year, 3-month lease of laboratory and manufacturing space in Bridgewater, New Jersey. The lease began August 2017. The monthly rent started at approximately $ 43 , increasing to approximately $ 64 in the final year. To obtain the lease, the Company provided an initial security deposit of $ 586 which was subsequently reduced and is currently $ 200 at December 31, 2025. The Bridgewater lease is currently in dispute, please see Bridgewater lease proceedings in Note: 11- Commitments and Contingencies. The Company incurred lease expense for its operating leases of $ 634 and $ 902 for the years ended December 31, 2025 and 2024, respectively. The Company incurred amortization expense on its operating lease right-of-use assets of $ 420 and $ 602 for the years ended December 31, 2025 and 2024, respectively. Finance Leases The Company incurred interest expense on its finance leases of $ 1 and $ 2 for the years ended December 31, 2025 and 2024, respectively. The Company incurred amortization expense on its finance lease right-of-use assets of $ 4 and $ 5 for the years ended December 31, 2025 and 2024, respectively. The following table presents information about the amount and timing of liabilities arising from the Company’s operating leases and finance leases as of December 31, 2025: Schedule of Maturity of Operating and Finance Leases Liabilities Maturity of Lease Liabilities Operating Lease Liabilities Finance Lease Liabilities 2026 $ 781 $ 4 2027 678 4 Total undiscounted operating lease payments $ 1,459 $ 8 Less: Imputed interest 112 1 Present value of operating lease liabilities $ 1,347 $ 7 Weighted average remaining lease term in years 1.8 1.9 Weighted average discount rate 8.4 % 11.6 % F- 19 The following table presents information about the amount and timing of liabilities arising from the Company’s operating leases and finance leases as of December 31, 2024: Maturity of Lease Liabilities Operating Lease Liabilities Finance Lease Liabilities 2025 $ 998 $ 7 2026 1,040 7 2027 944 7 2028 273 — 2029 138 — Total undiscounted operating lease payments $ 3,393 $ 21 Less: Imputed interest 516 4 Present value of operating lease liabilities $ 2,877 $ 17 Weighted average remaining lease term in years 3.3 2.9 Weighted average discount rate 9.3 % 11.6 % Impairment of right-of-use assets During the fourth quarter of 2024, the Company determined that the net book value of Bridgewater facility lease right-of-use asset might not be recoverable, primarily due to the terminated partnership negotiations for the future development and commercialization of MAT2203 and subsequent cost-cutting measures. The Company conducted a recoverability test by comparing the projected undiscounted future cash flows associated with the right-of-use asset to its carrying amount and concluded that an impairment charge must be recognized. The charge was subsequently determined based on the excess of the carrying amount of the asset over its estimated fair value. The Company recorded impairment charges related to its Bridgewater facility lease right-of-use asset of $ 782 , and a related finance lease of right-of-use asset of $ 8 . The lease impairment charges were included in the impairment charges of other assets line in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2024. During 2025, the Company endeavoured to secure a sub-tenant for the Bridgewater facility. In the third quarter of 2025, the Company determined, due to the passage of time without securing a sub-tenant, the carrying amount of the Bridgewater facility lease right of use asset might not be recoverable. The Company performed a recoverability test by comparing the projected undiscounted future cash flows associated with the right-of-use asset to its carrying amount and concluded that the carrying amount was recoverable. The Company also assessed the asset for impairment in the fourth quarters of 2025 and concluded there were no events or circumstances where Bridgewater facility right of use asset was not recoverable. Accordingly, the Company did not record an impairment charge during the fourth quarter of 2025. Note 10 – Research and Development Agreements License Agreement Through the acquisition of Aquarius, the Company acquired a license from Rutgers University, The State University of New Jersey (successor in interest to the University of Medicine and Dentistry of New Jersey) for certain patents related to the LNC Platform (the “License Agreement”). The Second Amended and Restated Exclusive License Agreement provides for, among other things, the payment of (1) royalties on a tiered basis between low single digits and the mid-single digits of net sales of products using such licensed technology, (2) a one-time sales milestone fee of $100 when and if sales of products using the licensed technology reach the specified sales threshold and (3) an annual license fee of $50 over the term of the License Agreement. The term of the License Agreement will remain in effect until the expiration of the last-to-expire patent rights licensed or seven and one-half years from the date of the first commercial sale of a licensed product under this agreement, whichever is later. Note 11 – Commitments and Contingencies Royalty payment rights Pursuant to the terms of the Certificate of Designations of Preferences, Rights and Limitations (the “Certificate of Designations”) for our Series A Preferred Stock, the Company may be required to pay royalties of up to $ 35 million per year. If and when the Company obtains FDA or EMA approval of MAT2203 and/or MAT2501, which we do not expect to occur before 2030, if ever, and/or if the Company generates sales of such products, or receives any proceeds from the licensing or other disposition of MAT2203 or MAT2501, the Company will be required to pay to certain former holders of its Series A Preferred Stock, in aggregate, a royalty equal to (i) 4.5% of Net Sales (as defined in the Certificate of Designations), subject in all cases to a cap of $25 million per calendar year, and (ii) 7.5% of Licensing Proceeds (as defined in the Certificate of Designations), subject in all cases to a cap of $10 million per calendar year. The Royalty Payment Rights will expire when the patents covering the applicable product expire, which is currently expected to be in 2033. F- 20 Employment agreements The Company also has employment agreements with certain employees which require the funding of a specific level of payments, if certain events, such as a change in control, termination without cause or retirement, occur. Other normal business operating agreements In addition, in the course of normal business operations, the Company enters into agreements with contract service providers to assist in the performance of research and development and manufacturing activities. Expenditures to these third parties represent significant costs in clinical development and may require upfront payments and long-term commitments of cash. Subject to required notice periods and obligations under binding purchase orders, the Company can elect to discontinue the work under these agreements at any time. Bridgewater lease proceedings The Company filed a complaint against COE Bridgewater, LLC (its “Landlord”) in the Superior Court of New Jersey, Somerset County, Chancery Division on July 11, 2025 alleging principally that Landlord illegally locked the Company out of its leased premises in Bridgewater, New Jersey. As a result of the illegal lockout, the Company seeks (among other things) a declaration that the lease and all obligations thereunder, including rent, terminated as of the date of the lockout. On September 5, 2025, Landlord filed an answer with counterclaims, which it amended on December 12, 2025. In the counterclaims, Landlord seeks a declaration that there was no lockout, or that the lockout was justified, and therefore the lease remains in effect. Landlord also seeks damages for the Company’s alleged failure to pay approximately $ 205,000 in rent (as of December 31, 2025) following the lockout, and alleged conversion of certain furniture, fixtures, and equipment (FF&E) items within the premises belonging to Landlord. The amounts potentially payable under the lease have been accrued until the matter is resolved. The Company is currently in settlement negotiations with the Landlord, however there can be no assurance such a settlement will be achieved. Legal proceedings Besides the Bridgewater lease proceedings above, the Company is not currently a party to any legal proceedings, and the Company is not aware of any claims or actions pending or threatened against its business. In the future, the Company might from time to time become involved in litigation relating to claims arising from our ordinary course of business. Note 12 – Impairment Charges The Company reviews property, plant and equipment and other long-lived assets, including leasehold improvements, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable in accordance with ASC 360, “Property, Plant and Equipment.” During the fourth quarter of 2024, the Company identified impairment indicators for certain long-lived assets, primarily due to the terminated partnership negotiations for the future development and commercialization of MAT2203 and subsequent cost-cutting measures. In accordance with ASC 360-10, long-lived assets that are held and used are tested for impairment at the asset group level, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company has historically determined that its long-lived assets are sufficiently interdependent to constitute one asset group and performed impairment testing at the reporting unit level. However, the workforce reduction implemented in October 2024 and related pause of product development activities indicates a change in the interdependency of the Company’s cash flows. The Company’s long-lived assets have subsequently been evaluated as three asset groups: ● an asset group including all long-lived assets associated with the development of MAT2203 and not otherwise included in the following two asset groups; ● an asset group including the ROU asset associated with the Bridgewater facility lease, including the related leasehold improvements; and ● an asset group including machinery & equipment located at the Bridgewater facility. F- 21 ASC 360-10-35 provides that impairment testing for specific assets should be performed in the following order: ● Test other assets (e.g., accounts receivable, inventory) under applicable guidance and indefinite-lived intangible assets (other than goodwill) under ASC 350-30 ● Test long-lived assets (asset group) under ASC 360-10 ● Test goodwill of a reporting unit that includes the aforementioned assets under ASC 350-20 Indefinite-lived intangible assets IPR&D The Company’s indefinite-lived intangible assets are comprised of in-process research and development (“IPR&D”). For the years ended December 31, 2025 and 2024, the Company assessed IPR&D impairment by performing a quantitative analysis which involved comparing the fair value of the asset, determined using an income approach which is based on discounted cash flow techniques, to the carrying value of the asset. During the fourth quarter of 2024, the Company identified impairment indicators for its IPR&D and recorded an impairment charge of $ 757 , which represented the excess of the carrying value of the asset over the calculated fair value. The impairment charge has been included in the Company’s Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2024. The Company elected to perform a quantitative analysis to determine if its IPR&D asset was impaired as of December 31, 2025. The results of the quantitative analysis indicated the fair value of the IPR&D asset exceeded its carrying value and as such the Company did not record an impairment charge of IPR&D during the year ended December 31, 2025. Goodwill For the year ended December 31, 2024, the Company assessed goodwill impairment by performing a quantitative analysis for its reporting unit. As part of the quantitative review, the Company considered whether its fair value, determined as the price a market participant would be willing to pay in a potential acquisition of the Company, exceeds its carrying value, including goodwill. During the fourth quarter of 2024, the Company identified impairment indicators for its goodwill and recorded an impairment charge of $ 1,336 , which represented the carrying value of goodwill. The impairment charge has been included in the impairment charges of goodwill line item in the Company’s Consolidates Statement of Operations and Comprehensive Loss for the year ended December 31, 2024. Long-lived assets The recoverability test for the Company’s long-lived assets was performed by comparing the carrying amount of each asset group to its estimated future undiscounted pre-tax cash flows over the remaining useful life of the primary long-lived asset within each group. As a result of this analysis, the Company concluded that the carrying value of the asset group including the ROU asset associated with the Bridgewater facility lease and related leasehold improvements, and the asset group including machinery & equipment located at the Bridgewater facility, were not fully recoverable. The Company determined the fair value of the asset group which includes the ROU asset associated with the Bridgewater facility lease and related leasehold improvements using the discounted cash flow method, considering cash flows associated with a potential sublease of the facility. Significant assumptions used include estimated sublease payments, a period of vacancy before the sublease begins and expenses incurred to facilitate the sublease. The Company determined the fair value of the asset group which includes machinery & equipment at the Bridgewater facility by considering its potential salvage value, determined by estimating a salvage rate of proceeds which could be realized in the sale of equipment to a third party. These analyses led to the recognition of impairment charges totalling $ 2,338 . The impairment charges have been included in the Impairment charges of other assets line item in the Company’s Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2024. An impairment test of its ROU asset associated with the Bridgewater facility lease during the third quarter of 2025 due to the identification of a triggering event. The quantitative recoverability test performed indicated the asset’s carrying value was fully recoverable. As such no additional impairment was recorded in 2025 related to this asset. F- 22 The following table provides the total amount of impairment charges of other assets as follows: Schedule of Impairment Charges of Other Assets Amounts Leasehold improvement and equipment (including amounts recorded within prepaid expenses) $ 1,546 Operating and finance leases right of use assets 790 Impairment charges of other assets at December 31, 2024 $ 2,338 Impairment charges of other assets $ 2,338 Note 13 – Income Taxes The Company utilizes the liability method of accounting for deferred income taxes. Under this method, deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. A valuation allowance is established against deferred tax assets when, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of December 31, 2025 and 2024, the Company does not believe any material uncertain tax positions were present. Accordingly, interest and penalties have not been accrued due to an uncertain tax position. The components of the income tax provision are as follows: Schedule of Income Tax Provision 2025 2024 Year Ended December 31, 2025 2024 Current expense (benefit): Federal $ — $ — State 7 4 Foreign — — Total current expense (benefit): $ 7 $ 4 Deferred expense (benefit): Federal $ — $ ( 84 ) State — — Foreign — — Total deferred expense (benefit): $ — $ ( 84 ) Total income tax expense (benefit): $ 7 $ ( 80 ) Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A reconciliation of the statutory U.S. federal rate to the Company’s effective tax rate after the adoption of ASU 2023-09 is as follows: Schedule of Effective Income Tax Rate Reconciliation U.S. Federal Statutory Tax Rate $ (2,171 ) 21.00 % Year Ended December 31, 2025 U.S. Federal Statutory Tax Rate $ ( 2,171 ) 21.00 % State and Local Income Taxes, Net of Federal Income Tax Effect (a) 6 ( 0.06 )% ( 1.87 0.00 Change in Valuation Allowances 1,405 ( 13.59 )% 0.02 Nontaxable or Nondeductible Items Warrants 717 ( 6.94 )% Other 50 ( 0.48 )% Effective Tax Rate $ 7 ( 0.07 )% (a) State taxes in New Jersey made up the majority (greater than 50 percent) of the tax effect in this category. F- 23 As previously disclosed for the year ended December 31, 2024 prior to the adoption of ASU 2023-09, the following is a reconciliation of the difference between the effective income tax rate and federal statutory rate: Year Ended December 31, 2024 Income at U.S. Statutory Rate 21.00 % State Taxes, net of Federal benefit 6.53 % Permanent Differences ( 1.87 )% Tax Credits 0.00 % Valuation Allowance ( 25.35 )% Discrete Items 0.02 % 0.33 % The following table presents income taxes paid (net of refunds received) during the year ended December 31, 2025 by jurisdiction: Schedule of Income Taxes Paid (Net of Refunds Received) Year Ended December 31, 2025 U.S. federal taxes $ — State and local taxes Massachusetts 1 New Jersey 6 Total income taxes paid $ 7 The Company has no current income taxes payable other than certain state minimum taxes which are included in general and administrative expenses. The $ 80 income tax benefit recognized during the year ended December 31, 2024, primarily relates to a reduction in the deferred tax liability associated with the Company’s IPR&D, which was impaired during the year. Significant components of the Company’s deferred tax assets (liabilities) for 2025 and 2024 consist of the following: Schedule of Deferred Tax Assets and Liabilities 2025 2024 Year Ended December 31, 2025 2024 Share-based Compensation $ 2,931 $ 5,282 Depreciation and Amortization 213 451 Accrued Liability 42 279 Net Operating Loss Carry-forwards 33,362 28,270 R&D Credit Carryforwards 4,469 4,469 R&D Section 174 Costs 4,713 7,511 Other 1 31 IPR&D ( 637 ) ( 637 ) ROU Asset ( 151 ) ( 476 ) ROU Liability 380 811 Total Deferred tax assets $ 45,323 $ 45,991 Valuation allowance ( 45,580 ) ( 46,248 ) Net deferred tax asset (liability) $ ( 257 ) $ ( 257 ) F- 24 In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of taxable income during the periods in which the temporary differences representing net future deductible amounts become deductible and is impacted by the Company’s ability to carryforward losses to years in which the Company has taxable income. Due to the Company’s history of losses and lack of other positive evidence to support taxable income, the Company has recorded a valuation allowance against those deferred tax assets that are not expected to be realized. The valuation allowances were $ 45,580 and $ 46,248 as of December 31, 2025 and 2024, respectively, representing decrease of $ 668 . As of December 31, 2025, the Company had Federal net operating loss carryforwards of $ 38,080 which will begin to expire in 2032. In addition, the Company has federal net operating loss carryforwards of $ 106,217 which have an indefinite carryforward period. The Company also had federal and state research and development tax credit carryforwards of $ 4,469 . The federal net operating loss and tax credit carryforwards will expire at various dates beginning in 2032, if not utilized. The difference between the statutory tax rate and the effective tax rate is primarily attributable to the valuation allowance offsetting deferred tax assets. Utilization of the net operating losses and general business tax credits carryforwards may be subject to a substantial limitation under Sections 382 and 383 of the Internal Revenue Code of 1986 due to changes in ownership of the Company that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating losses and general business tax credits carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period. The Company has not completed a study to determine whether it had undergone an ownership change since the Company’s inception. Under the Tax Cuts and Jobs Act of 2017, research and development costs are no longer fully deductible and are required to be capitalized and amortized for U.S. tax purposes effective January 1, 2022. The mandatory capitalization requirement increases our deferred tax assets. The One Big Beautiful Bill Act (the “OBBBA”) was enacted into law on July 4, 2025. Included in the OBBBA were provisions where certain research and development expenses could be immediately expensed rather than capitalized. The Company considered the effects of the OBBBA and determined there was not a material effect on the Company’s financial statements as of December 31, 2025. Note 14 – Stockholders’ Equity Common Stock As of December 31, 2025, in accordance with the Certificate of Incorporation, the Company was authorized to issue 500,000,000 shares of common stock and 10,000,000 shares of preferred stock, each share having a par value of $ 0.0001 . Reverse Stock Split On August 30, 2024, the Company effected the Reverse Stock Split. Accordingly, each of the Company’s stockholders received one share of the Company’s common stock for every 50 shares of the Company’s common stock that such stockholder held immediately prior to the effective time of the Reverse Stock Split. The Reverse Stock Split affected all of the Company’s issued and outstanding shares of common stock equally provided that no fractional shares of common stock were issued as a result of the Reverse Stock Split as fractional shares of common stock were rounded up to the nearest whole share. The Reverse Stock Split also affected the Company’s outstanding stock-based awards, warrants and other exercisable or convertible securities and resulted in the shares of common stock underlying such instruments being reduced and the exercise price or conversion price being increased proportionally by the Reverse Stock Split ratio. As a result of the Reverse Stock Split, the number of shares of common stock authorized for issuance was adjusted from 500,000,000 to 250,000,000 , and the par value of $ 0.0001 per share was not affected. Additionally, the number of issued and outstanding shares of the Company’s common stock was adjusted from 250,816,164 shares to 5,086,985 shares on August 30, 2024, including the issuance of an additional 70,661 shares to those stockholders that would otherwise would have been entitled to a fractional share of common stock as a result of the Reverse Stock Split. On June 23, 2025, the Company received shareholder approval to increase the number of shares of common stock authorized for issuance to 500,000,000 . On August 6, 2025, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock from 250,000,000 shares to 500,000,000 shares. The Certificate of Amendment became effective upon filing. F- 25 April 2024 Purchase Agreement During the year ended December 31, 2024, the Company sold 671,033 shares of its common stock. On April 5, 2024, the Company closed a registered direct offering of 666,667 shares of its common stock and warrants to purchase up to an aggregate of 666,667 additional shares of common stock, at a combined purchase price of $ 15.00 per share and accompanying warrant. The Company generated gross proceeds of $ 10,000 and net proceeds of $ 9,179 , after deducting underwriting discounts and commissions and other offering expenses. At-The-Market Equity Offering On July 2, 2020, the Company entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”), pursuant to which the Company may offer and sell, from time to time, through BTIG, as sales agent and/or principal, shares of its common stock having an aggregate offering price of up to $ 50,000 , subject to certain limitations on the amount of common stock that may be offered and sold by the Company set forth in the Sales Agreement. BTIG will be paid a 3 % commission on the gross proceeds from each sale. The Company may terminate the Sales Agreement at any time; BTIG may terminate the Sales Agreement in certain limited circumstances. During the year ended December 31, 2024, the Company sold 4,366 shares of its common stock generating net proceeds of $ 54 . The Company did no t sell any shares of its common stock during the year ended December 31, 2025. At December 31, 2025, the Sales Agreement’s available capacity was $ 44,191 . As of the filing of this Form 10-K, the Company is subject to the General Instructions I.B.6 to Form S-3, known as the “ baby shelf rules,” which limit the number of securities it can sell under its registration statements on Form S-3. Preferred Stock In accordance with the Certificate of Incorporation, the Company is authorized to issue 10,000,000 preferred shares at a par value of $ 0.0001 . On February 13, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which the Company sold, 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”), initially convertible into up to 5,631,404 shares of the Company’s common stock with a stated value of $ 1,000 per share (the “Stated Value”), and warrants (the “Warrants”) to purchase up to an aggregate of 200 % of the shares of Common Stock into which the shares of Preferred Stock are initially convertible, or 11,262,808 shares of Common Stock, for an offering price of $ 1,000 per share of Preferred Stock and accompanying Warrants in two equal tranches, the second of which closed on April 8, 2025. Pursuant to the Purchase Agreement, on February 13, 2025, the Company issued and sold in an initial closing of the Offering (the “Initial Closing”), 1,650 shares of Preferred Stock, initially convertible into up to 2,815,702 shares of Common Stock, and accompanying Warrants, initially exercisable for up to 5,631,404 shares of Common Stock, for gross proceeds to the Company of $ 1.65 million. On April 4, 2025, the Company obtained shareholder approval (“Shareholder Approval”) for the issuance of the Preferred Stock and Warrants, as required by the rules and regulations of NYSE American LLC (the “ NYSE”), including Section 713 of the NYSE American Company Guide, and issued and sold, in a second closing of the Offering (the “Second Closing”), an additional 1,650 shares of Preferred Stock, initially convertible into up to 2,815,702 shares of Common Stock, and accompanying Warrants, initially exercisable for up to 5,631,404 shares of Common Stock, for gross proceeds to the Company of $ 1.65 million. The following is a summary of the principal terms of Preferred Stock: Voting. The holders of the Preferred Stock (the “Series C Holders”) are entitled to vote with the holders of common stock, voting together as a single class, on all matters presented to stockholders. In any such vote, each share of the Preferred Stock is entitled to a number of votes equal to the Stated Value divided by $ 0.6393 , subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the common stock. F- 26 Dividends. The Series C Holders are entitled to receive dividends on an as-converted basis, disregarding for such purpose any conversion limitations stated below, to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. No other dividends shall be paid on shares of the Preferred Stock. Liquidation Rights. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the Series C Holders are entitled to receive out of the assets available for distribution to stockholders, (i) after and subject to the payment in full of all amounts required to be distributed to the holders of another class or series of stock of the Company ranking on liquidation prior and in preference to the Preferred Stock, (ii) ratably with any class or series of stock designated as ranking on liquidation on parity with the Preferred Stock and (iii) in preference and priority to the holders of the shares of junior securities, an amount equal to one hundred percent (100%) of the Stated Value receive. If the Company’s assets are insufficient to pay in full such amounts, then the entire assets to be distributed to the Series C Holders will be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. Conversion Rights. Each share of the Preferred Stock is convertible at any time at the option of the Series C Holder thereof, into that number of shares of common stock, subject to the limitations described below, determined by dividing the Stated Value by the conversion price. A Series C Holder will not have the right to convert any portion of its preferred stock if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to such conversion. A holder may increase or decrease the beneficial ownership limitation up to 9.99%, provided, however, that any increase in the beneficial ownership limitation shall not be effective until 61 days following notice of such change to the Company. Conversion Price . The conversion price for the Preferred Stock is $ 0.586 , subject to anti-dilution adjustment. Preemptive and Similar Rights. The Series C Holders have no preemptive or similar rights. Redemption/Put Rights. There are no redemption or sinking fund provisions applicable to the Preferred Stock. All of the outstanding shares of the Preferred Stock are fully paid and non-assessable. The following table summarizes the changes in Preferred Stock outstanding for the year ended December 31, 2025: Schedule of Changes in Preferred Stock Outstanding Shares Outstanding at December 31, 2024 — Issued 3,300 Converted to Common Stock ( 145 ) Outstanding at December 31, 2025 3,155 Warrants As of December 31, 2025, the Company had outstanding warrants to purchase 10,516,543 shares of common stock, 200,001 shares at an exercise price of $ 17.50 per share (the “2024 Warrants”) and 10,316,542 shares at an exercise price of $ 0.64 (the “2025 Warrants”). The 2024 Warrants have an exercise price of $ 17.50 , were exercisable beginning October 2, 2024, and expire on the five-and-one-half year anniversary of the date of issuance, or October 5, 2029. The 2025 Warrants have an exercise price of $ 0.64 per share. The 2025 Warrants purchased in the Initial Closing of the Private Placement became exercisable on April 4, 2025, the effective date of the Shareholder Approval and will expire five years from the effective date of the Shareholder Approval, or April 4, 2030. The 2025 Warrants purchased in the Second Closing of the Private Placement were immediately exercisable and will expire on April 8, 2030. F- 27 On August 15, 2025, we entered into Warrant Exchange Agreements (the “Exchange Agreements”) with certain holders (the “Exchanging Holders”) of 2024 Warrants to purchase an aggregate of 466,666 shares of common stock. Pursuant to the Exchange Agreements, on August 15, 2025, the Company issued to the Exchanging Holders one share of common stock for each April Warrant, for an aggregate of 466,666 shares of common stock (the “Exchange Shares”), in exchange for the 2024 Warrants (the “Exchange”), in reliance on an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). Following the consummation of the Exchange, the 2024 Warrants were cancelled, and no further shares are issuable pursuant to the 2024 Warrants. The fair value of the 2024 Warrants immediately prior to Exchange was $ 483 and the total fair value of common stock issued was $ 1,101 . The Company determined that the excess of fair value of the common stock issued over the fair value of the 2024 Warrants is not associated with anything other than the Exchange. Thus, the excess amount of $ 618 was recognized as a deemed dividend. As the Company does not have retained earnings, the dividend will be recognized through accumulated deficit. For purposes of calculating earnings per share, the Company reduced the income available to common stockholders by $ 618 . Once exercisable, the warrants may be exercised at any time in whole or in part upon payment of the applicable exercise price until expiration of the Warrants. No fractional shares will be issued upon the exercise of the Warrants. The exercise price and the number of warrant shares purchasable upon the exercise of the warrants are subject to adjustment upon the occurrence of certain events, which may include stock dividends, stock splits, combination and reclassifications of the Company capital stock or other similar changes to the equity structure of the Company. The warrants do not have a redemption feature. They may be exercised on a cashless basis at the holder’s option and are classified as equity instruments. The warrants to purchase shares of common stock were valued on the date of issuance using the Black-Scholes option pricing model for the 2024 Warrants and the Monte Carlo Simulation model for the 2025 Warrants with the following assumptions: 2024 Warrants Schedule of Fair Value Measurement Inputs and Valuation Techniques Expected volatility 122.66 % Risk-free interest rate 4.38 % Stock price on date of grant $ 15.00 Exercise price $ 17.50 Dividend yield 0.00 % Expected term 0.5 to 5.5 years 2025 Warrants Expected volatility 54.0 % - 58.0 % Risk-free interest rate 3.84 % -4.39 % Stock price on date of grant $ 0.51 -0.60 Exercise price $ 0.64 Dividend yield 0.00 % Expected term 5.0 years A summary of warrants outstanding as of December 31, 2025 and 2024 were as follows: Schedule of Shareholder Equity Warrants Outstanding Shares Outstanding at December 31, 2023 — Issued 666,667 Exercised — Expired — Outstanding at December 31, 2024 666,667 Issued 11,262,808 Exercised ( 946,266 ) Exchanged ( 466,666 ) Expired — Outstanding at December 31, 2025 10,516,543 Note 15 – Accumulated Other Comprehensive Income/(Loss) The following table summarizes the changes in accumulated other comprehensive income/(loss) by components during the years ended December 31, 2024: Schedule of Components of Accumulated Other Comprehensive Income (Loss) Net Unrealized Gains/(Losses) on Available- for-Sale Securities Accumulated Other Comprehensive Income/(Loss) Balance, December 31, 2023 $ ( 221 ) $ ( 221 ) Net unrealized gain on securities available-for-sale 221 221 Balance, December 31, 2024 $ — $ — All components of accumulated other comprehensive income/(loss) are net of tax and there was no activity during 2025. F- 28 Note 16 – Stock-based Compensation 2013 Plan On August 2, 2013, the Company’s Board adopted the 2013 Equity Compensation Plan (as amended to date, the “2013 Plan”) pursuant to the terms described herein. The 2013 Plan was approved by the stockholders on August 7, 2013. Effective May 8, 2014, upon the approval of the Company’s Board and its stockholders, the Company amended and restated the 2013 Plan, primarily to include “evergreen” provisions, which provided that the number of shares of common stock available for issuance under the 2013 Plan is subject to an automatic annual increase on January 1 of each year beginning in 2015; to amend the definition of “fair market value”; and to increase the limits on awards under the Plan. The 2013 Plan, which expired on May 7, 2024, provided for the granting of incentive stock options, nonqualified stock options, restricted stock units, performance units, and stock purchase rights. As of December 31, 2025, there were 434,334 awards, including both restricted stock grants and option grants, issued and exercised under the 2013 Plan and no remaining shares available for grant under the 2013 Plan. 2025 Plan On April 30, 2025, the Company’s Board, subject to the approval of its stockholders, which was received on June 23, 2025, adopted a new 2025 Equity Incentive Plan (the “2025 Plan”) to succeed the 2013 Plan. The general purpose of the 2025 Plan is to provide an incentive to its employees, directors, consultants and advisors by enabling them to share in the future growth of our business. The term of the 2025 Plan is 10 years. As of December 31, 2025, there were 116,500 options outstanding and 646,548 remaining shares available for grant under the 2025 Plan. The Company recognized stock-based compensation expense (options and restricted share grants) in the following expense categories of its consolidated statements of operations as follows: Schedule of Recognized Stock-Based Compensation 2025 2024 Year Ended December 31, 2025 2024 Research and Development $ 85 $ 1,087 General and Administrative 938 2,108 Total $ 1,023 $ 3,195 Stock Options The following table summarizes the Company’ stock option activity and related information for the period from January 1, 2024 to December 31, 2025: Schedule of Stock Option Activity Number of Options Weighted Average Exercise Price Weighted Average Contractual Term in Years Outstanding at January 1, 2024 934,243 $ 41.67 7.4 Granted — — Exercised — — Forfeited ( 188,618 ) 18.97 Expired ( 58,269 ) 56.76 Outstanding at December 31, 2024 687,356 $ 46.71 4.6 Granted 116,500 0.59 Exercised — — Forfeited ( 3,101 ) 20.19 Expired ( 343,536 ) 47.19 Outstanding at December 31, 2025 457,219 $ 34.76 6.5 F- 29 The following table summarizes outstanding options at December 31, 2025, by their exercise price: Summary of Outstanding Options Range of Exercise Prices Number Outstanding Weighted Average Exercise Price Per Share $ 0.59 - $ 12.35 207,102 $ 5.73 $ 21.50 - $ 30.50 69,571 $ 25.96 $ 46.00 - $ 68.00 139,871 $ 55.14 $ 113.50 - $ 166.00 40,675 $ 127.53 457,219 $ 34.76 As of December 31, 2025, the number of vested shares underlying outstanding options was 285,211 at a weighted average exercise price of $ 34.76 . None of these outstanding options were in-the-money as of December 31, 2025, therefore they had no intrinsic value. As of December 31, 2025, there was $ 773 of total unrecognized share-based compensation. Such costs are expected to be recognized over a weighted average period of approximately 1.7 years. All outstanding options expire ten years from date of grant. Options granted to employees prior to 2018 vest in equal monthly installments over three years. Beginning in 2018, options granted to employees vest over four years, with 25 % of the shares vesting on the first annual anniversary of grant and the remaining shares vesting in 36 equal monthly installments over the following 3 years. The resulting compensation expense for stock options is generally recognized on a straight-line basis over the requisite service period of the award. No awards were granted under the Plan during the year ended December 31, 2024. The following weighted-average assumptions were used to calculate share-based compensation for awards granted under the Plan during the year ended December 31, 2025: Schedule of Compensation Expense for Stock Options Volatility 119.5 % - 128.9 % Risk-free interest rate 4.00 % - 4.35 % Grant date fair value for options awarded during 2025 $ 0.82 Dividend yield 0.0 % Expected life 6.0 - 10.0 years The Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Hence, the Company uses the “simplified method” described in Staff Accounting Bulletin (SAB) 107 to estimate the expected term of share option grants. The expected stock price volatility assumption is based on the Company’s historical stock price volatility. F- 30