What changed in this filing

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Item 5. Other Information

2026-08-13 compared with 2026-05-08 · 35 added, 8 removed, 29 unchanged (60% of the section changed)

1 unchanged sentence

10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements

the fiscal quarter ended March 31, 2026, none of our officers or directors, as those terms are defined in Rule 16a-1(f), adopted or terminated

the fiscal quarter ended June 30, 2026, none of our officers or directors, as those terms are defined in Rule 16a-1(f), adopted or terminated

a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in

5 unchanged sentences

BIOPHARMA HOLDINGS, INC.

August 13, 2026

Chief Executive Officer, President & Interim Chief Financial Officer

Executive Officer and Principal Financial and Accounting Officer)

Business Combination Agreement, dated as of July 10, 2026, by and among Matinas BioPharma Holdings, Inc., GH Power Inc., 1001550000 Ontario Inc., 1001550002 Ontario Inc.

and MBH Merger Sub, Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2026).

Stock Purchase Agreement, dated as of July 10, 2026, by and between Matinas BioPharma Holdings, Inc.

and Azurity Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2026).

Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No.

4 unchanged sentences

(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).

Certificate of Amendment of Certificate of Incorporation, dated August 30, 2024 (incorporated by reference to Exhibit 3.1 the Company’s Current Report on Form 8-K filed with the SEC on September 3, 2024).

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).

Form of 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).

Amendment No.

1 to the Bylaws (incorporated by reference to Exhibit 3.1 the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2025).

1 to the 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).

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).

Certificate of Designation of Series D 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 July 13, 2026).

Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2026).

Form of New Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2026).

Form of Solicitation Agent Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2026).

Form of Company Voting Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2026).

Form of GH Power Voting Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2026).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2026).

Form of Inducement Letter (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2026).

Warrant Solicitation Agent Agreement, dated July 10, 2026, by and between Matinas BioPharma Holdings, Inc.

and ThinkEquity LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2026).

Fourth Amendment to Employment Agreement, dated as of July 10, 2026, between the Company and Jerome D.

Jabbour (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2026).

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

8 unchanged sentences

Filed herewith.

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.

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.

Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language

in such filing.

Indicates a management contract or compensation plan, contract or arrangement.

Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company hereby undertakes to furnish copies of any of the

omitted schedules upon request by the SEC.

Pursuant to Item 601(b)(2)(ii) of Regulation S-K promulgated by the SEC, certain portions of this exhibit have been redacted because

the registrant customarily and actually treats such omitted information as private or confidential and because such omitted information

is not material.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information