Matinas BioPharma Holdings, Inc. 10-Q

Item 1A. RISK FACTORS. Except as set forth below, there were no material changes from the risk factors set forth under Part I, Item 1A., “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. You should carefully consider the risk factors contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 in addition to the other information set forth in this report which could materially affect our business, financial condition or future results. The risks and uncertainties described in this report and in our Annual Report on Form 10-K for the year ended December 31, 2025, as well as other reports and statements that we file with the SEC, are not the only risks and uncertainties facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on our financial position, results of operations or cash flows. 28 We could be delisted from the NYSE American, which could seriously harm the trading price of our common stock, the liquidity of our stock, our ability to raise capital and our ability to consummate the Business Combination. Our common stock is listed on the NYSE American. We must satisfy the continued listing requirements of the NYSE American to maintain the listing of our common stock on the NYSE American. On April 2, 2026, we received a written notice (the “Notice”) from NYSE American indicating that we are not in compliance with the NYSE American continued listing standards set forth in Section 1003(a)(i) of the NYSE American Company Guide (the “Company Guide”) requiring a company to have stockholders’ equity of at least $2,000 if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years, Section 1003(a)(ii) of the Company Guide requiring a company to have stockholders’ equity of at least $4,000 if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years and Section 1003(a)(iii) of the Company Guide requiring a company to have stockholders’ equity of at least $6,000 if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years. As of December 31, 2025, we had stockholders’ equity of $4,830 and had losses in the most recent five fiscal years ended December 31, 2025. The Notice also indicates that we are not currently eligible for any exemption in Section 1003(a) of the Company Guide. We are now subject to the procedures and requirements of Section 1009 of the Company Guide. We had until May 2, 2026 to submit a plan (the “Plan”) of actions we have taken or will take to regain compliance with the continued listing standards and may be eligible for up to 18 months from receipt of the Notice (the “Cure Period”) to regain compliance. On June 24, 2026, we received an additional written notice (the “June Notice”) from NYSE American indicating noncompliance with Section 1003(a)(ii) of the NYSE American Company Guide, which requires stockholders’ equity of at least $4,000 for companies that have reported losses from continuing operations and/or net losses in three of their four most recent fiscal years. This additional noncompliance was based on our reported stockholders’ equity of $3,022 as of March 31, 2026 and losses from continuing operations and/or net losses in five of our most recent fiscal years ended December 31, 2025. In the June Notice, NYSE American accepted the Plan and granted us a plan period through October 2, 2027 (the “Plan Period,” and such date, the “Plan Period Deadline”) to regain compliance. During the Plan Period, we will be subject to periodic review by the NYSE American on our progress with the goals and initiatives outlined in the Plan. We intend to take all reasonable measures available to regain compliance with Sections 1003(a)(ii) and (iii) of the Company Guide during the Plan Period. If we do not regain compliance with the NYSE American listing standards by the Plan Period Deadline, or if we do not make progress consistent with the Plan during the Plan Period, then NYSE American staff may initiate delisting proceedings as appropriate. There can be no assurance that we will be able to regain compliance with the stockholders’ equity requirements within the Plan Period or at all. In addition, we may be unable to maintain compliance with other continued listing requirements, including any minimum trading price or market capitalization requirements. Even if we regain compliance with the stockholders’ equity requirement or any other continued listing standard, there can be no assurance that we will be able to maintain compliance with the NYSE American’s continued listing requirements in the future, and our common stock may be delisted from the NYSE American, which could reduce the liquidity of our common stock materially and result in a corresponding material reduction in the price of our common stock. 29 In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees, suppliers, customers and business development opportunities. Such a delisting likely would impair your ability to sell or purchase our common stock when you wish to do so. Further, if we were to be delisted from the NYSE American, our common stock may no longer be recognized as a “covered security,” and we would be subject to regulation in each state in which we offer our securities. Delisting can also lead to a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our common stock. Thus, delisting from the NYSE American could adversely affect our ability to raise additional financing through the public or private sale of equity securities, would significantly impact the ability of investors to trade our securities and would negatively impact the value and liquidity of our common stock. In addition, our continued listing on the NYSE American is a condition to the closing of the Business Combination. If we are delisted from the NYSE American prior to the consummation of the Business Combination, we may be unable to satisfy the conditions to the closing of the Business Combination or the Stock Sale, which could result in the termination of such transactions. If the Business Combination and Stock Sale are not consummated and we are unable to secure substantial additional funding from other sources to continue our operations, the Board of Directors may decide to pursue a winddown, dissolution or other liquidation process, in which case our stockholders may receive little or no value for their shares of common stock. The announcement and pendency of the proposed Business Combination and Stock Sale may adversely affect our business, financial condition and results of operations . On July 10, 2026, we entered into the Business Combination Agreement and the Stock Purchase Agreement. Completion of the proposed Business Combination and Stock Sale is subject to the satisfaction of various conditions, including the receipt of approvals from our stockholders. There is no assurance that all of the various conditions will be satisfied, or that the Business Combination or the Stock Sale will be completed on the proposed terms, within the expected timeframe, or at all. Our entry into the Business Combination Agreement and the Stock Purchase Agreement, our obligations thereunder, and the conditions to completion of such transactions give rise to inherent risks and uncertainties, including: ● the failure to obtain necessary shareholder approvals in connection with the transactions contemplated by the Business Combination and the Stock Sale; ● the failure to satisfy required closing conditions or complete the Business Combination or the Stock Sale in a timely manner or at all, which may also result in unanticipated expenditures of funds and other resources and/or reduce the benefit of such transactions, even if ultimately consummated; ● the risk that if consummation of the Business Combination or the Stock Sale is delayed or not completed at all for any reason, we will have expended time and resources that could have otherwise been spent on our existing business and the pursuit of other opportunities that could have been beneficial to us, and our ongoing business and financial results may therefore be adversely affected; ● the fact that the Business Combination Agreement restricts us from entering into certain corporate transactions and taking other specified actions without the consent of GH Power, and generally requires us to use commercially reasonable efforts to carry on our business in the ordinary course through the completion of the Business Combination, and that these restrictions could be in place for an extended period of time if completion of the Business Combination is delayed and could prevent us from pursuing attractive business opportunities that may arise prior to the completion of the Business Combination; ● the risk that litigation relating to the Business Combination or the Stock Sale, if any, including any proceeding to specifically enforce our obligations under the Business Combination Agreement or the Stock Purchase Agreement, could result in an injunction preventing the completion of such transactions and/or substantial costs; 30 ● the fact that the Business Combination Agreement limits our ability to pursue alternatives to the Business Combination, may discourage other companies from trying to acquire us and, in specified circumstances, could require us to pay a $1.0 million termination fee; ● the potential impact of the Business Combination and the Stock Sale on our stock price; ● we may experience negative reactions from the financial markets, including adverse effects on the trading price of our common stock, which could affect our ability to secure sufficient financing in the future on attractive terms (or at all), and from our vendors, regulators and employees; ● the Business Combination Agreement and the Stock Purchase Agreement place certain restrictions on the operation of our business prior to the closing of the Business Combination and the Stock Sale, respectively, which may prevent us from making certain acquisitions, taking certain other specified actions, or otherwise pursuing business opportunities during the pendency of such transactions that we would have made, taken, or pursued if these restrictions were not in place; ● matters relating to the Business Combination and the Stock Sale, including integration and transition planning, will require substantial commitments of time and resources by our management and the expenditure of significant funds in the form of fees and expenses, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us as an independent company; ● the incurrence of significant pre- and post-transaction costs in connection with the Business Combination and the Stock Sale that are, and will be, incurred regardless of whether such transactions are completed, including, among others, fees paid to financial, legal and accounting advisors and filing fees; and ● the occurrence of any event giving rise to the right of a party to terminate the Business Combination Agreement or the Stock Purchase Agreement. Our stockholders will have a reduced ownership and voting interest following the Business Combination and will exercise less influence over management. Following completion of the Business Combination, our current stockholders are expected to own approximately 9% of the outstanding Pubco Common Shares, subject to adjustment as set forth in the Business Combination Agreement. Consequently, our stockholders, as a group, will have reduced ownership and voting power in Pubco compared to their current ownership and voting power in us and will be able to exercise less collective influence over our management and policies than they currently exercise. Failure to consummate the Business Combination and Stock Sale within the expected timeframe or at all could have a material adverse impact on our business, financial condition and results of operations and could result in a winddown, dissolution or other liquidation process. There can be no assurance that the proposed Business Combination and Stock Sale will be consummated. The consummation of the transactions contemplated by the Business Combination Agreement and the Stock Purchase Agreement is subject to the fulfillment or waiver (if permitted by law) of certain customary closing conditions, including, without limitation, approval of our stockholders. There can be no assurance that these and other conditions to closing will be satisfied in a timely manner or at all. If the Business Combination and Stock Sale are not consummated, we will need to secure substantial additional funding from other sources to continue our operations, and there can be no assurance that such funding will be available on acceptable terms, or at all. In such a case, the Board of Directors may decide to pursue a winddown, dissolution or other liquidation process, in which case our stockholders may receive little or no value for their shares of common stock. 31 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. None. Item 3. DEFAULTS UPON SENIOR SECURITIES. None. Item 4. MINE SAFETY DISCLOSURES. Not applicable.