Item 5. Other Information
Item
5. OTHER INFORMATION.
Rule
10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements
During
the fiscal quarter ended June 30, 2025, 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
Item 408 of Regulation S-K.
Item
6. EXHIBITS.
See
the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this
report, which Exhibit Index is incorporated herein by reference.
25
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
MATINAS BIOPHARMA HOLDINGS, INC.
BY:
/s/ Jerome
D. Jabbour
Dated: August 14, 2025
Jerome D. Jabbour
Chief Executive Officer (Principal Executive Officer)
/s/ Keith
A. Kucinski
Dated: August 14, 2025
Keith A. Kucinski
Chief Financial Officer
(Principal Financial and Accounting Officer)
26
EXHIBIT
INDEX
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, dated October 29, 2015 to Certificate of Incorporation. (incorporated herein by reference 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 (filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on September 3, 2024 and incorporated herein by reference).
3.5
Form of Certificate of Designation of Series C Convertible Preferred Stock (filed as an exhibit to the Current Report on Form 8-K filed with the Commission on February 13, 2025 and incorporated herein by reference).
3.6
Certificate of Amendment of Certificate of Incorporation, as amended, of Matinas BioPharma Holdings, Inc., dated August 6, 2025 (filed as an exhibit to the Current Report on Form 8-K filed with the Commission on August 6, 2025 and incorporated herein by reference)
4.1
Form of Common Stock Purchase Warrant, dated April 5, 2024 (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2024).
4.2
Description of Securities (filed as an exhibit to the Annual Report on Form 10-K filed with the Commission on April 15, 2025 and incorporated herein by reference).
4.3
Form of Common Stock Purchase Warrant (filed as an exhibit to the Current Report on Form 8-K filed with the Commission on February 13, 2025 and incorporated herein by reference)
4.4
Form of Amendment to Common Stock Purchase Warrant*
10.1
Form of Securities Purchase Agreement (filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on February 13, 2025 and incorporated herein)
*31.1
Certification of Chief Executive Officer
*31.2
Certification of Chief Financial Officer
*32.1
Section 1350 Certifications
*101.1
Inline XBRL Instance Document.
*101.2
Inline XBRL Taxonomy Extension
Schema Document.
*101.3
Inline XBRL Taxonomy Extension
Calculation Linkbase Document.
*101.4
Inline XBRL Taxonomy Extension
Definition Linkbase Document.
*101.5
Inline XBRL Taxonomy Extension
Label Linkbase Document.
*101.6
Inline XBRL Taxonomy Extension
Presentation Linkbase Document.
104
Cover Page Interactive
Data File (embedded within the Inline XBRL document)
*
Filed herewith.
†
Indicates a management contract or compensation plan, contract or arrangement. Certain portions of this exhibit, that are not material
and would likely cause competitive harm to the registrant if publicly disclosed, have been redacted pursuant to Item 601(b)(10) of Regulation
S-K.
27
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.