Matinas BioPharma Holdings, Inc.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 31, 2026, Matinas BioPharma Holdings, Inc. (the “Company”) received written notice (the “Notice”) from the NYSE American LLC (the “NYSE American”) that it is not in compliance with the continued listing standard set forth in Section 1003(a)(i) of the NYSE American Company Guide (the “Company Guide”), which requires a company to have stockholders’ equity of at least $2.0 million if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years. The noncompliance was based on the Company’s reported stockholders’ equity of $1.8 million as of June 30, 2026 and losses from continuing operations and/or net losses in its five most recent fiscal years. As previously disclosed under Item 3.01 of the Current Reports on Form 8-K filed with the Securities and Exchange Commission on April 3, 2026 and June 26, 2026, the Company also received written notices from the NYSE American indicating that the Company was not in compliance with the continued listing standards set forth in Sections 1003(a)(ii) and 1003(a)(iii) of the Company Guide. Section 1003(a)(ii) requires a company to have stockholders’ equity of at least $4.0 million if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. Section 1003(a)(iii) requires a company to have stockholders’ equity of at least $6.0 million if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years. On May 4, 2026, the Company submitted a plan (the “Plan”) to the NYSE American advising of actions it has taken or will take to regain compliance with the continued listing standards. As previously disclosed, the NYSE American accepted the Plan and granted the Company a plan period through October 2, 2027 (the “Plan Period,” and such date, the “Plan Period Deadline”) to regain compliance with the continued listing standards. If the Company is not in compliance with all stockholders’ equity standards by the Plan Period Deadline, or does not make progress consistent with the Plan during the Plan Period, the NYSE American will initiate delisting proceedings as appropriate. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide. The Notice has no immediate impact on the listing of the Company’s shares of common stock, which will continue to be listed and traded on the NYSE American during the Plan Period, subject to the Company’s compliance with the other listing requirements of the NYSE American. The Company will continue to be included in the list of NYSE American noncompliant issuers, and the common stock will continue to trade under the symbol “MTNB.” The. BC indicator will continue to be disseminated with the Company’s ticker symbol. The. BC indicator will be removed when the Company has regained compliance with all applicable continued listing standards. The Notice does not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission.

Item 8.01. Other Events. On September 4, 2026, in accordance with the NYSE American’s procedures, the Company issued a press release discussing the matters disclosed in Item 3.01 of this Current Report on Form 8-K. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item 8.01.