Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On August 15, 2025, Matinas BioPharma Holdings, Inc. (the "Company") entered into Warrant Exchange Agreements (the "Exchange Agreements") with certain holders (the "Exchanging Holders") of warrants (the "Warrants") to purchase an aggregate of 466,666 shares the Company's common stock, par value $0.0001 per share (the "Common Stock") having a current exercise price of $17.50. The Warrants were issued on April 5, 2024. Pursuant to the Exchange Agreements, on August 15, 2025, the Company issued to the Exchanging Holders one share of Common Stock for each Warrant (the "Exchange"), for an aggregate of 466,666 shares of Common Stock (the "Exchange Shares"), in reliance on an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act"). Following the consummation of the Exchange, the Warrants held by the Exchanging Holders were cancelled and no further shares are issuable pursuant to such Warrants.

The foregoing description of the Exchange Agreement is a summary and is qualified in its entirety by reference to the full text of the Form of Exchange Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K pertaining to the Exchange is incorporated by reference into this Item 3.02. The Exchange Shares were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.