Matinas BioPharma Holdings Inc美股招股说明书(2026-06-22版)

16,894,212 Shares of Common Stock This prospectus supplement supplements the prospectus dated April 29, 2025, relating to the resale by the selling stockholdersidentified in the prospectus (each, a “Selling Stockholder,” and collectively, the “Selling Stockholders”) of up to an aggregate of16,894,212 shares of Matinas Biopharma Holdings, Inc. (the “Company”) common stock, par value $0.0001 per share (“CommonStock”) consisting of (i) 5,631,404 shares of Common Stock issuable upon the conversion of 3,300 shares of the Company’s Series CConvertible Preferred Stock, par value $0.0001 (the “Preferred Stock”), and (ii) 11,262,808 shares of Common Stock (the “WarrantShares”) issuable upon the exercise of warrants (the “Warrants”). This prospectus supplement is being filed solely to update the list of Selling Stockholders to reflect (x) the distributionof (i) 1,406 shares of Preferred Stock and (ii) Warrants to purchase 4,798,636 Warrant Shares, previously issued to SanitamPartners LLC (“Sanitam”), to its underlying equityholders and (y) the assignment of (i) 265 shares of Preferred Stock and (ii)Warrants to purchase 800,000 Warrant Shares, previously issued to Platinum Point Capital LLC (“Platinum Point”), toSternAegis Ventures LLC Defined Benefit Plan for the Benefit of Adam K. Stern. No additional securities are being registeredby this prospectus supplement. The shares covered hereby were previously registered for resale pursuant to the registrationstatement referenced herein. You should read this prospectus supplement, together with the related prospectus and the additional information describedunder the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information” carefullybefore you invest in any of our securities. Our Common Stock is listed on the NYSE American LLC (“NYSE American”) under the symbol “MTNB.” On June 18,2026, the last reported sale price of our Common Stock as reported on NYSE American was $0.60. An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, youshould consider carefully the risks and uncertainties described in the section captioned “Risk Factors” contained in our AnnualReport on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission, or theSEC, on March 31, 2026 and our other filings we make with the SEC from time to time, which are incorporated by referenceherein in their entirety, together with other information in this prospectus and the information incorporated by referenceherein. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus supplement is June 22, 2026. The following information is provided to update the Selling Stockholders table in the prospectus to reflect (i) the distributionof shares of Preferred Stock and Warrants, previously issued to Sanitam, to its underlying investors and (ii) the assignment of shares ofPreferred Stock and Warrants, previously issued to Platinum Point, to SternAegis Ventures LLC Defined Benefit Plan for the Benefitof Adam K. Stern. This prospectus supplement includes information with respect to Selling Stockholders not previously listed in theprospectus. SELLING STOCKHOLDERS The following information is provided as of June 22, 2026 to update the “Selling Shareholders” section of the Prospectus toreflect (i) the pro rata distribution by Sanitam to its equityholders of 1,406 shares of Preferred Stock and Warrants to Purchase4,798,636 Warrant Shares, and (ii) the assignment by Platinum Point to SternAegis Ventures LLC Defined Benefit Plan for the Benefitof Adam K. Stern of 265 shares of Preferred Stock and Warrants to Purchase 800,000 Warrant Shares, as reflected in the table set forthbelow. With respect to only the Selling Shareholders listed in the table below, the information set forth in the table below supersedesand replaces the information regarding such Selling Shareholders in the Prospectus. Information regarding each of the SellingShareholders listed in the table below is based on information provided by each of them as of the date of this prospectus supplement. Information about the Selling Shareholders, including those listed below, may change over time. Since the date of theProspectus, certain of the Selling Shareholders listed below have sold a portion of their shares of Common Stock registered thereunderand certain other Selling Shareholders may also have sold or otherwise transferred their shares of Common Stock registeredthereunder. This prospectus supplement does not provide any updates with respect to any Selling Shareholders not listed in the tablebelow. (1)Percentages are based on 6,406,191 shares of Common Stock outstanding as of June 22, 2026. (2)T