Matinas BioPharma Holdings, Inc.

Previous wording

For the three month periods ended March 31, 2025 and 2024, our net loss was $1,656 and $5,824, 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 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.

Previous wording

General and administrative expenses for the three months ended March 31, 2025 and 2024 were $1,861 and $2,456, 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 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.

Previous wording

On February 13, 2025, the Company closed a private placement investment with certain investors in which the investors received shares of Series C Preferred Stock and warrants to purchase shares the Company’s common stock. The warrants were classified as a liability upon issuance with the fair value estimated using a Monte Carlo simulation model. Future changes in fair value will be recognized in other (expense)/income, net at each reporting period until the warrants are either exercised or expired.

Current wording

In a series of transactions on February 13, 2025, and April 8, 2025, the Company closed a private placement investment with certain investors in which the investors received shares of Series C Preferred Stock and Warrants to purchase shares the Company’s common stock. The Warrants were initially classified as a liability upon each issuance date with the fair value estimated using a Monte Carlo simulation model. The terms of the Warrants were amended after issuance enabling for reclassification of the Warrants as equity. Changes in fair value between the dates of issuance and the date of amendment were recognized in other (expense)/income, net at each reporting period.

Previous wording

A gain of $294 was recognized for the three months ended March 31, 2025, representing the change in fair value of the warrant liability between the issuance date of February 13, 2025 and March 31, 2025.

Current 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.

Previous wording

Other (expense)/income, net for the three months ended March 31, 2025 and 2024 were ($4) and $78, respectively. Other (expense)/income, net decreased compared to the prior period primarily due to recording issuance costs of $148 in connection with the Company’s private placement of Series C Preferred Stock and warrants.

Current 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.

Previous wording

For a description of our significant accounting policies, refer to “Note 3 –Summary of Significant Accounting Policies” in our 2024 Form 10-K. Of these policies, the following are considered critical to an understanding of our Unaudited Condensed Consolidated Financial Statements as they require the application of the most difficult, subjective and complex judgments: (i) Research and development expenses, (ii) Goodwill and other intangible assets, and (iii) Warrants.

Current wording

For a description of our significant accounting policies, refer to “Note 3 –Summary of Significant Accounting Policies” in our 2024 Form 10-K. Of these policies, the following are considered critical to an understanding of our Unaudited Condensed Consolidated Financial Statements as they require the application of the most difficult, subjective and complex judgments: (i) Other intangible assets, and (ii) Warrants.

Previous wording

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. Warrants classified as equity are recorded at fair value as of the date of issuance on our condensed consolidated balance sheets and no further adjustments to their valuation are made. Warrants that require separate accounting as liabilities are recorded on our condensed consolidated balance sheets at their fair value on the date of issuance and are revalued on each subsequent balance sheet date until such instruments are exercised or expire, with any changes in the fair value between reporting periods recorded on the condensed consolidated statement of operations. The assessment of whether the warrants are accounted for as equity-classified or liability-classified instruments is re-evaluated on a periodic basis.

Current wording

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. Warrants classified as equity are recorded at fair value as of the date of issuance on our condensed consolidated balance sheets and no further adjustments to their valuation are made. Warrants that require separate accounting as liabilities are recorded on our condensed consolidated balance sheets at their fair value on the date of issuance and are revalued on each subsequent balance sheet date until such instruments are exercised or expire, with any changes in the fair value between reporting periods recorded on the condensed consolidated statement of operations. The assessment of whether the warrants are accounted for as equity-classified or liability-classified instruments is re-evaluated on a periodic basis. See Note 9 -Stockholders’ Equity for a discussion on the Company’s warrants.

Previous wording

Research and Development expenses. Research and Development (R&D) expense for the three months ended March 31, 2025 and 2024 were $85 and $3,446, 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 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.

Previous wording

General and Administrative expenses. General and Administrative (G&A) expense for the three months ended March 31, 2025 and 2024 was $1,861 and $2,456, 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 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.

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 March 31, 2025, we have raised a total of $168,557 in gross proceeds and $154,945, 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 June 30, 2025, we have raised a total of $170,207 in gross proceeds and $156,465, net, from sales of our equity securities.

Previous wording

As of March 31, 2025, we had cash and cash equivalents, excluding restricted cash, totaling $6,924.

Current wording

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

Previous wording

Pursuant to the Purchase Agreement, on February 13, 2025, we issued and sold in an initial closing of the Offering (the “Initial Closing”), 1,650 shares of Preferred Stock, initially convertible into up to 2,815,702 shares of Common Stock, and accompanying Warrants, initially exercisable for up to 5,631,404 shares of Common Stock, for gross proceeds of $1.65 million. On April 4, 2025, we obtained shareholder approval (“Shareholder Approval”) for the issuance of the Preferred Stock and Warrants, as required by the rules and regulations of NYSE American LLC (the “ NYSE”), including Section 713 of the NYSE American Company Guide, and issued and sold, in a second closing of the Offering (the “Second Closing”), an additional 1,650 shares of Preferred Stock, initially convertible into up to 2,815,702 shares of Common Stock, and accompanying Warrants, initially exercisable for up to 5,631,404 shares of Common Stock, for gross proceeds of $1.65 million.

Current wording

Pursuant to the Purchase Agreement, on February 13, 2025, we issued and sold in an initial closing of the Offering 1,650 shares of Preferred Stock, initially convertible into up to 2,815,702 shares of Common Stock, and accompanying Warrants, initially exercisable for up to 5,631,404 shares of Common Stock, for gross proceeds of $1.65 million. On April 4, 2025, we obtained shareholder approval for the issuance of the Preferred Stock and Warrants, as required by the rules and regulations of NYSE American LLC, including Section 713 of the NYSE American Company Guide, and issued and sold, in a second closing of the Offering, an additional 1,650 shares of Preferred Stock, initially convertible into up to 2,815,702 shares of Common Stock, and accompanying Warrants, initially exercisable for up to 5,631,404 shares of Common Stock, for gross proceeds of $1.65 million.

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 three months ended March 31, 2025. During the three months ended March 31, 2024, the Company sold 4 shares of its common stock generating net proceeds of $54. As of March 31, 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 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.

Previous wording

Net cash used in operating activities was $2,007 and $5,769 for the three month periods ended March 31, 2025 and 2024, respectively. Net losses of $1,656 and $5,824 for the three month periods ended March 31, 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 $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.

Previous wording

Net cash provided by investing activities was $0 and $2,000 for the three month periods ended March 31, 2025 and 2024, respectively. The decrease of cash provided by investing activities was due to a $2,000 decrease in maturities of marketable debt securities.

Current 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.

Previous wording

Net cash provided by financing activities was $1,647 and $53 for the three month periods ended March 31, 2025 and 2024, respectively. The increase in cash provided by financing activities is primarily due to the net proceeds from the sale of our preferred stock of $1,648 during the three months ended March 31, 2025, compared to net proceeds from the sale of our common stock of $54 under the ATM with BTIG, LLC during the three months ended March 31, 2024.

Current 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.

Previous wording

We expect to continue to incur significant expenses and increasing operating losses for the foreseeable future. We anticipate that our expenses will increase substantially if and as we:

Current wording

We expect to continue to incur significant expenses and operating losses for the foreseeable future. We anticipate that our expenses will increase substantially if and as we: