Matinas BioPharma Holdings, Inc.

Previous wording

For the six month periods ended June 30, 2025 and 2024, our net loss was $6,901 and $11,543, respectively. We have incurred losses for each period from our inception and expect to incur additional losses for the foreseeable future. We will seek to fund our operations through public or private equity offerings, debt financing, government or other third-party funding, collaborations and licensing arrangements. Adequate additional financing may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would impact our going concern and would have a negative impact on our financial condition and our ability to pursue our business strategy and continue as a going concern. We will need to generate significant revenues to achieve profitability, and we may never do so.

Current wording

For the nine month periods ended September 30, 2025 and 2024, our net loss was $8,433 and $15,818, respectively. We have incurred losses for each period from our inception and expect to incur additional losses for the foreseeable future. We will seek to fund our operations through public or private equity offerings, debt financing, government or other third-party funding, collaborations and licensing arrangements. Adequate additional financing may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would impact our going concern and would have a negative impact on our financial condition and our ability to pursue our business strategy and continue as a going concern. We will need to generate significant revenues to achieve profitability, and we may never do so.

Previous wording

General and administrative expense for the three and six months ended June 30, 2025 were $1,837 and $3,698, respectively, and the three and six months ended June 30, 2024 were $2,468 and $4,925, respectively. General and administrative expenses consist principally of salaries and related costs for personnel in executive and finance functions. Other general and administrative expenses include facility costs, insurance, investor relations expenses, professional fees for legal, patent review, consulting and accounting/audit services. We anticipate that our general and administrative expenses during 2025 will decrease slightly compared to expenses incurred during 2024 as a result of cost-cutting measures implemented to conserve cash.

Current wording

General and administrative expense for the three and nine months ended September 30, 2025 were $1,577 and $5,275, respectively, and the three and nine months ended September 30, 2024 were $2,142 and $7,067, respectively. General and administrative expenses consist principally of salaries and related costs for personnel in executive and finance functions. Other general and administrative expenses include facility costs, insurance, investor relations expenses, professional fees for legal, patent review, consulting and accounting/audit services. Our general and administrative expenses during 2025 decreased slightly compared to expenses incurred during 2024 as a result of cost-cutting measures implemented to conserve cash.

Previous wording

A loss of $3,161 was recognized for the six months ended June 30, 2025, representing the change in fair value of the warrant liability between the issuance dates of February 13, 2025 and April 8, 2025 and the amendment date of June 26, 2025.

Current wording

A loss of $3,161 was recognized for the nine months ended September 30, 2025, representing the change in fair value of the warrant liability between the issuance dates of February 13, 2025 and April 8, 2025 and the amendment date of June 26, 2025.

Previous wording

During the six months ended June 30, 2025, the company sold equipment with a net book value of $210. Proceeds from the sale were $320, resulting in a gain of $110.

Current wording

During the nine months ended September 30, 2025, the company sold equipment with a net book value of $210. Proceeds from the sale were $320, resulting in a gain of $110.

Previous wording

Other (expense)/income, net for the six months ended June 30, 2025 and 2024 were ($67) and $199, respectively. Other (expense)/income, net decreased compared to the prior period primarily due to recording issuance costs of $251 in connection with the Company’s private placement of Series C Preferred Stock and warrants.

Current wording

Other (expense)/income, net for the nine months ended September 30, 2025 and 2024 were ($22) and $306, respectively. Other (expense)/income, net decreased compared to the prior period primarily due to recording issuance costs of $251 in connection with the Company’s private placement of Series C Preferred Stock and warrants.

Previous wording

Research and Development expenses. Research and Development (R&D) expense for the three months ended June 30, 2025 and 2024 were $0 and $3,371, respectively. The decrease in R&D expenses were primarily attributable to the decrease in clinical trial consulting costs related to the pause of our MAT2203 development program and in headcount costs resulting from our reduction in force.

Current wording

Research and Development expenses. Research and Development (R&D) expense for the three months ended September 30, 2025 and 2024 were $0 and $2,239, respectively. The decrease in R&D expenses was primarily attributable to the decrease in clinical trial consulting costs related to the pause of our MAT2203 development program and in headcount costs resulting from our reduction in force.

Previous wording

General and Administrative expenses. General and Administrative (G&A) expense for the three months ended June 30, 2025 and 2024 was $1,837 and $2,468, respectively. The decrease in G&A expenses were primarily attributable to lower stock based compensation expense and decreased headcount partially offset by increased legal and consulting fees.

Current wording

General and Administrative expenses. General and Administrative (G&A) expense for the three months ended September 30, 2025 and 2024 was $1,577 and $2,142, respectively. The decrease in G&A expenses was primarily attributable to lower stock based compensation expense and decreased headcount.

Previous wording

Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024

Current wording

Comparison of the nine months ended September 30, 2025 to the nine months ended September 30, 2024

Previous wording

Research and Development expenses. Research and Development (R&D) expense for the six months ended June 30, 2025 and 2024 were $85 and $6,817, respectively. The decrease in R&D expenses were primarily attributable to the decrease in clinical trial consulting costs related to the pause of our MAT2203 development program and in headcount costs resulting from our reduction in force.

Current wording

Research and Development expenses. Research and Development (R&D) expense for the nine months ended September 30, 2025 and 2024 were $85 and $9,057, respectively. The decrease in R&D expenses was primarily attributable to the decrease in clinical trial consulting costs related to the pause of our MAT2203 development program and in headcount costs resulting from our reduction in force.

Previous wording

General and Administrative expenses. General and Administrative (G&A) expense for the six months ended June 30, 2025 and 2024 was $3,698 and $4,925, respectively. The decrease in G&A expenses were primarily attributable to lower stock based compensation expense and decreased headcount partially offset by increased legal and consulting fees.

Current wording

General and Administrative expenses. General and Administrative (G&A) expense for the nine months ended September 30, 2025 and 2024 was $5,275 and $7,067, respectively. The decrease in G&A expenses was primarily attributable to lower stock based compensation expense and decreased headcount.

Previous wording

We have funded our operations since inception primarily through private placements of our preferred stock and our common stock and common stock warrants. As of June 30, 2025, we have raised a total of $170,207 in gross proceeds and $156,465, net, from sales of our equity securities.

Current wording

We have funded our operations since inception primarily through private placements of our preferred stock and our common stock and common stock warrants. As of September 30, 2025, we have raised a total of $170,271 in gross proceeds and $156,529, net, from sales of our equity securities.

Previous wording

As of June 30, 2025, we had cash and cash equivalents, excluding restricted cash, totaling $6,525.

Current wording

As of September 30, 2025, we had cash and cash equivalents, excluding restricted cash, totaling $5,435.

Previous wording

On July 2, 2020, we entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”), pursuant to which we may offer and sell, from time to time, through BTIG, as sales agent and/or principal, shares of our common stock having an aggregate offering price of up to $50 million, subject to certain limitations on the amount of common stock that may be offered and sold by us set forth in the Sales Agreement. BTIG will be paid a 3% commission on the gross proceeds from each sale. We may terminate the Sales Agreement at any time; BTIG may terminate the Sales Agreement in certain limited circumstances. The Company did not sell any shares under the sales agreement during the six months ended June 30, 2025. During the six months ended June 30, 2024, the Company sold 4 shares of its common stock generating net proceeds of $54. As of June 30, 2025, the Sales Agreement’s available capacity is $44,191.

Current wording

On July 2, 2020, we entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”), pursuant to which we may offer and sell, from time to time, through BTIG, as sales agent and/or principal, shares of our common stock having an aggregate offering price of up to $50 million, subject to certain limitations on the amount of common stock that may be offered and sold by us set forth in the Sales Agreement. BTIG will be paid a 3% commission on the gross proceeds from each sale. We may terminate the Sales Agreement at any time; BTIG may terminate the Sales Agreement in certain limited circumstances. The Company did not sell any shares under the sales agreement during the nine months ended September 30, 2025. During the nine months ended June 30, 2024, the Company sold 4 shares of its common stock generating net proceeds of $54. As of September 30, 2025, the Sales Agreement’s available capacity is $44,191.

Previous wording

Net cash used in operating activities was $4,028 and $8,875 for the six month periods ended June 30, 2025 and 2024, respectively. Net losses of $6,901 and $11,543 for the six month periods ended June 30, 2025 and 2024, respectively, were partially offset by working capital adjustments due to the timing of receipts and payments in the ordinary course of business, adjustments for non-cash stock based compensation expense and change in fair value of the warrant liability.

Current wording

Net cash used in operating activities was $5,502 and $12,375 for the nine month periods ended September 30, 2025 and 2024, respectively. Net losses of $8,433 and $15,818 for the nine month periods ended September 30, 2025 and 2024, respectively, were partially offset by working capital adjustments due to the timing of receipts and payments in the ordinary course of business, adjustments for non-cash stock based compensation expense and change in fair value of the warrant liability.

Previous wording

Net cash used in investing activities was $0 and $938 for the six month periods ended June 30, 2025 and 2024, respectively. The decrease of cash used in investing activities was primarily due to a $7,938 decrease purchase of marketable securities offset by a $7,000 decrease in maturities of marketable debt securities.

Current wording

Net cash provided by investing activities was $320 and $8,708 for the nine month periods ended September 30, 2025 and 2024, respectively. The decrease in cash provided by investing activities was primarily due to a year over year decrease of $8,708 in net maturities of marketable debt securities, partially offset by $320 from the sale of assets in 2025.

Previous wording

Net cash provided by financing activities was $3,269 and $9,242 for the six month periods ended June 30, 2025 and 2024, respectively. The decrease in cash provided by financing activities is primarily due to the net proceeds from the sale of our Series C preferred stock of $3,020 during the six months ended June 30, 2025, being less than the net proceeds from the registered direct sale of our common stock of $9,250 during the six months ended June 30, 2024.

Current wording

Net cash provided by financing activities was $3,333 and $9,175 for the nine month periods ended September 30, 2025 and 2024, respectively. The decrease in cash provided by financing activities is primarily due to the net proceeds from the sale of our Series C preferred stock of $3,271 and the exercise of warrants $64 during the nine months ended September 30, 2025, being less than the net proceeds from the registered direct sale of our common stock of $9,179 during the nine months ended September 30, 2024.

Previous wording

Until such time, if ever, that we can generate revenues sufficient to achieve profitability, we expect to finance our cash needs through a combination of private and public equity offerings, debt financings, government or other third-party funding, collaborations, and licensing arrangements. To the extent that we raise additional capital through the sale of common stock, convertible securities or other equity securities, the ownership interest of our stockholders may be materially diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights of our common stockholders. Debt financing and preferred equity financing, if available, would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends, that could adversely impact our ability to conduct our business. Securing additional financing could require a substantial amount of time and attention from our management and may divert a disproportionate amount of their attention away from day-to-day activities, which may adversely affect our management’s ability to secure one or more partners to monetize the value of MAT2203 or future product candidates. Moreover, under the terms of a recent financing, we are prohibited, subject to certain exceptions, from issuing, entering into any agreement to issue, or announcing the issuance or proposed issuance of any shares of common stock or common stock equivalents until November 2025.

Current wording

Until such time, if ever, that we can generate revenues sufficient to achieve profitability, we expect to finance our cash needs through a combination of private and public equity offerings, debt financings, government or other third-party funding, collaborations, and licensing arrangements. To the extent that we raise additional capital through the sale of common stock, convertible securities or other equity securities, the ownership interest of our stockholders may be materially diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights of our common stockholders. Debt financing and preferred equity financing, if available, would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends, that could adversely impact our ability to conduct our business. Securing additional financing could require a substantial amount of time and attention from our management and may divert a disproportionate amount of their attention away from day-to-day activities, which may adversely affect our management’s ability to secure one or more partners to monetize the value of MAT2203 or future product candidates.