FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-38022 MATINAS BIOPHARMA HOLDINGS, INC.(Exact name of registrant as specified in its charter) DelawareNo. 46-3011414(State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification No.) 1545 Route 206 South, Suite 302Bedminster, New Jersey 07921(Address of principal executive offices) (Zip Code) 908-484-8805(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May 8, 2026, there were 6,406,191 shares of the registrant’s common stock, $0.0001 par value, outstanding. MATINAS BIOPHARMA HOLDINGS, INC.Form 10-QQuarter Ended March 31, 2026 Table of Contents PagePART - I FINANCIAL INFORMATION3Item 1.FINANCIAL STATEMENTS3Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS15Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK20Item 4.CONTROLS AND PROCEDURES20PART - II OTHER INFORMATION21Item 1.LEGAL PROCEEDINGS21Item 1A.RISK FACTORS21Item 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS22Item 3.DEFAULTS UPON SENIOR SECURITIES22Item 4.MINE SAFETY DISCLOSURES22Item 5.OTHER INFORMATION22Item 6.EXHIBITS222 Matinas BioPharma Holdings, Inc.Condensed Consolidated Balance Sheets(in thousands, except for share data) Matinas BioPharma Holdings, Inc.Condensed Consolidated Statements of Operations(in thousands, except for share and per share data)Unaudited Matinas BioPharma Holdings, Inc.Condensed Consolidated Statements of Stockholders’ Equity(in thousands, except for share data)Unaudited Matinas BioPharma Holdings, Inc.Condensed Consolidated Statements of Cash Flow(in thousands)Unaudited MATINAS BIOPHARMA HOLDINGS, INC.Notes to Unaudited Condensed Consolidated Financial Statements(Tabular dollars and shares in thousands, except per share data) Note 1 – Description of Business Matinas BioPharma Holdings Inc. (“Holdings”) is a Delaware corporation formed in 2013. Holdings is the parent company of MatinasBioPharma, Inc. (“BioPharma”), and Matinas BioPharma Nanotechnologies, Inc. (“Nanotechnologies,” formerly known as AquariusBiotechnologies,Inc.),its operating subsidiaries(“Nanotechnologies”,and together with“Holdings”and“BioPharma”,“theCompany”). The Company is a clinical-stage biopharmaceutical company focused on delivering groundbreaking therapies using itslipid nanocrystal (LNC) platform delivery technology (LNC Platform). Note 2 – Liquidity, Plan of Operations and Going Concern The Company has experienced net losses and negative cash flows from operations each period since its inception. Through March 31,2026, the Company had an accumulated deficit of $212,708. The Company’s net loss for the quarters ended March 31, 2026 and 2025was $1,921 and $1,656, respectively. The Company expects operating expenses to be lower in the near term compared to recent years until such time as it is able toconsummate a licensing, sale or other similar transaction with a prospective partner that will provide funding to support initiation ofthe Phase 3 registration trial for MAT2203 and advancement of the LNC Platform delivery technology. The Company expects that itsresearch and development expenses will increase if it moves forward with additional clinical studies for its current product candidatesand devel