SEC Form 4 · accession 0000921895-26-002109
Matinas BioPharma Holdings, Inc. · MTNB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adam K Stern
10% Owner
Period of report
Oct 16, 2025
Accepted (ET)
Aug 13, 2026 · 4:04 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001582554
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.0001 per shareF1,F2 | Oct 31, 2025 | X | 92,100 | $0.6446 | A | 113,450 | I | Through SternAegis Ventures, LLC Defined Benefit Plan for the Benefit of Adam K Stern |
| Common Stock, par value $0.0001 per shareF2 | Jul 10, 2026 | X | 344,710 | $0.35 | A | 416,900 | I | Through A.K.S Family Partners LP |
| Common Stock, par value $0.0001 per shareF2 | Jul 10, 2026 | X | 630,335 | $0.35 | A | 743,785 | I | Through SternAegis Ventures, LLC Defined Benefit Plan for the Benefit of Adam K Stern |
| Common Stock, par value $0.0001 per share | holding | — | — | — | 28,260 | D | ||
| Common Stock, par value $0.0001 per share | holding | — | — | — | 26,500 | I | Through AKS Family Foundation | |
| Common Stock, par value $0.0001 per share | holding | — | — | — | 6,000 | I | Through Pavillion Capital Partners LLC | |
| Common Stock, par value $0.0001 per share | holding | — | — | — | 6,000 | I | Through Piper Venture Partners LLC | |
| Common Stock, par value $0.0001 per share | holding | — | — | — | 1,000 | I | Through IRA Adam K Stern - Rollover IRA | |
| Common Stock, par value $0.0001 per share | holding | — | — | — | 3,000 | I | Through Stern Aegis Ventures LLC 401k Plan for the Benefit of Adam K Stern |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to Purchase Common StockF1 | $0.6446 | Oct 16, 2025 | J | 800,000 | A | Apr 8, 2025 | Apr 8, 2030 | Common Stock, par value $0.0001 per share | 800,000 | 800,000 | I |
| Series C Convertible Preferred StockF1,F5 | $0.586 | Oct 16, 2025 | J | 265 | A | Apr 4, 2025 | — | Common Stock, par value $0.0001 per share | 452,218 | 265 | I |
| Warrants to Purchase Common StockF1 | $0.6446 | Oct 31, 2025 | X | 92,100 | D | Apr 8, 2025 | Apr 8, 2030 | Common Stock, par value $0.0001 per share | 92,100 | 630,335 | I |
| Warrants to Purchase Common StockF2,F1 | $0.35 | Jul 10, 2026 | X | 630,335 | D | Apr 8, 2025 | Apr 8, 2030 | Common Stock, par value $0.0001 per share | 630,335 | 0 | I |
| Warrants to Purchase Common StockF2,F1 | $0.35 | Jul 10, 2026 | A | 630,335 | A | — | — | Common Stock, par value $0.0001 per share | 630,335 | 630,335 | I |
| Warrants to Purchase Common StockF2,F4 | $0.35 | Jul 10, 2026 | X | 344,710 | D | Apr 8, 2025 | Apr 8, 2030 | Common Stock, par value $0.0001 per share | 344,710 | 0 | I |
| Warrants to Purchase Common StockF2,F4 | $0.35 | Jul 10, 2026 | A | 344,710 | A | — | — | Common Stock, par value $0.0001 per share | 344,710 | 344,710 | I |
| Warrants to Purchase Common StockF3 | $0.35 | Jul 10, 2026 | J | 141,462 | A | — | — | Common Stock, par value $0.0001 per share | 141,462 | 141,462 | D |
| Series C Convertible Preferred StockF4,F5 | $0.586 | holding | — | — | — | Apr 4, 2025 | — | Common Stock, par value $0.0001 per share | 172,354 | 101 | I |
Explanation of responses
- F1On October 16, 2025, SternAegis Ventures, LLC Defined Benefit Plan for the Benefit of Adam K Stern received 800,000 Warrants to purchase Common Stock and 265 shares of Series C Convertible Preferred Stock in connection with a settlement agreement.
- F2On July 10, 2026, the Registrant entered into inducement offer letter agreements with certain Reporting Persons, pursuant to which such Reporting Persons agreed to exercise for cash all of their outstanding warrants at the current exercise price of $0.35 per share in consideration for the Registrant's agreement to issue, in a private placement, new unregistered common stock purchase warrants (the "New Warrants"). The Registrant is required to obtain stockholder approval ("Inducement Stockholder Approval") for the issuance of the shares of common stock underlying the New Warrants. The New Warrants will be exercisable beginning on the date Inducement Stockholder Approval is received at an exercise price of $0.35 per share and will expire on the five-year anniversary of the date Inducement Stockholder Approval is received.
- F3On July 10, 2026, the Registrant issued warrants to purchase 374,330 shares of Common Stock (the "Solicitation Agent Warrants") to ThinkEquity LLC in connection with a Solicitation Agreement, dated June 25, 2026. The Solicitation Agent Warrants have terms substantially similar to the New Warrants, including with respect to exercise price, expiration and term. ThinkEquity LLC distributed 141,462 Solicitation Agent Warrants to Mr. Stern.
- F4On June 10, 2026, Sanitam Parnters LLC ("Sanitam") distributed its holdings in the Registrant's preferred stock and warrants to its members. A.K.S. Family Partners LP received a portion of such distribution. As such Sanitam no longer beneficially owns any securities of the Registrant.
- F5The Series C Convertible Preferred Stock of the Registrant is perpetual and has no expiration date.