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Matinas BioPharma (MTNB) Risk Analysis
Risk Overview Q2, 2026
Source: the company's latest filing for the period ended Jun 30, 2026, filed Aug 13, 2026
Risk Change Over Time
- Share Price & Shareholder Rights - Risk 1We could be delisted from the NYSE American, which could seriously harm the trading price of our common stock, the liquidity of our stock, our ability to raise capital and our ability to consummate the Business Combination.
Our common stock is listed on the NYSE American. We must satisfy the continued listing requirements of the NYSE American to maintain the listing of our common stock on the NYSE American. On April 2, 2026, we received a written notice (the "Notice") from NYSE American indicating that we are not in compliance with the NYSE American continued listing standards set forth in Section 1003(a)(i) of the NYSE American Company Guide (the "Company Guide") requiring a company to have stockholders' equity of at least $2,000 if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years, Section 1003(a)(ii) of the Company Guide requiring a company to have stockholders' equity of at least $4,000 if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years and Section 1003(a)(iii) of the Company Guide requiring a company to have stockholders' equity of at least $6,000 if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years. As of December 31, 2025, we had stockholders' equity of $4,830 and had losses in the most recent five fiscal years ended December 31, 2025. The Notice also indicates that we are not currently eligible for any exemption in Section 1003(a) of the Company Guide. We are now subject to the procedures and requirements of Section 1009 of the Company Guide. We had until May 2, 2026 to submit a plan (the "Plan") of actions we have taken or will take to regain compliance with the continued listing standards and may be eligible for up to 18 months from receipt of the Notice (the "Cure Period") to regain compliance. On June 24, 2026, we received an additional written notice (the "June Notice") from NYSE American indicating noncompliance with Section 1003(a)(ii) of the NYSE American Company Guide, which requires stockholders' equity of at least $4,000 for companies that have reported losses from continuing operations and/or net losses in three of their four most recent fiscal years. This additional noncompliance was based on our reported stockholders' equity of $3,022 as of March 31, 2026 and losses from continuing operations and/or net losses in five of our most recent fiscal years ended December 31, 2025. In the June Notice, NYSE American accepted the Plan and granted us a plan period through October 2, 2027 (the "Plan Period," and such date, the "Plan Period Deadline") to regain compliance. During the Plan Period, we will be subject to periodic review by the NYSE American on our progress with the goals and initiatives outlined in the Plan. We intend to take all reasonable measures available to regain compliance with Sections 1003(a)(ii) and (iii) of the Company Guide during the Plan Period. If we do not regain compliance with the NYSE American listing standards by the Plan Period Deadline, or if we do not make progress consistent with the Plan during the Plan Period, then NYSE American staff may initiate delisting proceedings as appropriate. There can be no assurance that we will be able to regain compliance with the stockholders' equity requirements within the Plan Period or at all. In addition, we may be unable to maintain compliance with other continued listing requirements, including any minimum trading price or market capitalization requirements. Even if we regain compliance with the stockholders' equity requirement or any other continued listing standard, there can be no assurance that we will be able to maintain compliance with the NYSE American's continued listing requirements in the future, and our common stock may be delisted from the NYSE American, which could reduce the liquidity of our common stock materially and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees, suppliers, customers and business development opportunities. Such a delisting likely would impair your ability to sell or purchase our common stock when you wish to do so. Further, if we were to be delisted from the NYSE American, our common stock may no longer be recognized as a "covered security," and we would be subject to regulation in each state in which we offer our securities. Delisting can also lead to a determination that our common stock is a "penny stock" which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our common stock. Thus, delisting from the NYSE American could adversely affect our ability to raise additional financing through the public or private sale of equity securities, would significantly impact the ability of investors to trade our securities and would negatively impact the value and liquidity of our common stock. In addition, our continued listing on the NYSE American is a condition to the closing of the Business Combination. If we are delisted from the NYSE American prior to the consummation of the Business Combination, we may be unable to satisfy the conditions to the closing of the Business Combination or the Stock Sale, which could result in the termination of such transactions. If the Business Combination and Stock Sale are not consummated and we are unable to secure substantial additional funding from other sources to continue our operations, the Board of Directors may decide to pursue a winddown, dissolution or other liquidation process, in which case our stockholders may receive little or no value for their shares of common stock.
Risk Highlights Q2, 2026
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 59
- Share Price & Shareholder Rights - Risk 1ChangedWe could be delisted from the NYSE American, which could seriously harm the trading price of our common stock, the liquidity of our stock, our ability to raise capital and our ability to consummate the Business Combination.
Our common stock is listed on the NYSE American. We must satisfy the continued listing requirements of the NYSE American to maintain the listing of our common stock on the NYSE American. On April 2, 2026, we received a written notice (the "Notice") from NYSE American indicating that we are not in compliance with the NYSE American continued listing standards set forth in Section 1003(a)(i) of the NYSE American Company Guide (the "Company Guide") requiring a company to have stockholders' equity of at least $2,000 if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years, Section 1003(a)(ii) of the Company Guide requiring a company to have stockholders' equity of at least $4,000 if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years and Section 1003(a)(iii) of the Company Guide requiring a company to have stockholders' equity of at least $6,000 if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years. As of December 31, 2025, we had stockholders' equity of $4,830 and had losses in the most recent five fiscal years ended December 31, 2025. The Notice also indicates that we are not currently eligible for any exemption in Section 1003(a) of the Company Guide. We are now subject to the procedures and requirements of Section 1009 of the Company Guide. We had until May 2, 2026 to submit a plan (the "Plan") of actions we have taken or will take to regain compliance with the continued listing standards and may be eligible for up to 18 months from receipt of the Notice (the "Cure Period") to regain compliance. On June 24, 2026, we received an additional written notice (the "June Notice") from NYSE American indicating noncompliance with Section 1003(a)(ii) of the NYSE American Company Guide, which requires stockholders' equity of at least $4,000 for companies that have reported losses from continuing operations and/or net losses in three of their four most recent fiscal years. This additional noncompliance was based on our reported stockholders' equity of $3,022 as of March 31, 2026 and losses from continuing operations and/or net losses in five of our most recent fiscal years ended December 31, 2025. In the June Notice, NYSE American accepted the Plan and granted us a plan period through October 2, 2027 (the "Plan Period," and such date, the "Plan Period Deadline") to regain compliance. During the Plan Period, we will be subject to periodic review by the NYSE American on our progress with the goals and initiatives outlined in the Plan. We intend to take all reasonable measures available to regain compliance with Sections 1003(a)(ii) and (iii) of the Company Guide during the Plan Period. If we do not regain compliance with the NYSE American listing standards by the Plan Period Deadline, or if we do not make progress consistent with the Plan during the Plan Period, then NYSE American staff may initiate delisting proceedings as appropriate. There can be no assurance that we will be able to regain compliance with the stockholders' equity requirements within the Plan Period or at all. In addition, we may be unable to maintain compliance with other continued listing requirements, including any minimum trading price or market capitalization requirements. Even if we regain compliance with the stockholders' equity requirement or any other continued listing standard, there can be no assurance that we will be able to maintain compliance with the NYSE American's continued listing requirements in the future, and our common stock may be delisted from the NYSE American, which could reduce the liquidity of our common stock materially and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees, suppliers, customers and business development opportunities. Such a delisting likely would impair your ability to sell or purchase our common stock when you wish to do so. Further, if we were to be delisted from the NYSE American, our common stock may no longer be recognized as a "covered security," and we would be subject to regulation in each state in which we offer our securities. Delisting can also lead to a determination that our common stock is a "penny stock" which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our common stock. Thus, delisting from the NYSE American could adversely affect our ability to raise additional financing through the public or private sale of equity securities, would significantly impact the ability of investors to trade our securities and would negatively impact the value and liquidity of our common stock. In addition, our continued listing on the NYSE American is a condition to the closing of the Business Combination. If we are delisted from the NYSE American prior to the consummation of the Business Combination, we may be unable to satisfy the conditions to the closing of the Business Combination or the Stock Sale, which could result in the termination of such transactions. If the Business Combination and Stock Sale are not consummated and we are unable to secure substantial additional funding from other sources to continue our operations, the Board of Directors may decide to pursue a winddown, dissolution or other liquidation process, in which case our stockholders may receive little or no value for their shares of common stock.
- Share Price & Shareholder Rights - Risk 2AddedThe announcement and pendency of the proposed Business Combination and Stock Sale may adversely affect our business, financial condition and results of operations.
On July 10, 2026, we entered into the Business Combination Agreement and the Stock Purchase Agreement. Completion of the proposed Business Combination and Stock Sale is subject to the satisfaction of various conditions, including the receipt of approvals from our stockholders. There is no assurance that all of the various conditions will be satisfied, or that the Business Combination or the Stock Sale will be completed on the proposed terms, within the expected timeframe, or at all. Our entry into the Business Combination Agreement and the Stock Purchase Agreement, our obligations thereunder, and the conditions to completion of such transactions give rise to inherent risks and uncertainties, including: - the failure to obtain necessary shareholder approvals in connection with the transactions contemplated by the Business Combination and the Stock Sale; - the failure to satisfy required closing conditions or complete the Business Combination or the Stock Sale in a timely manner or at all, which may also result in unanticipated expenditures of funds and other resources and/or reduce the benefit of such transactions, even if ultimately consummated; - the risk that if consummation of the Business Combination or the Stock Sale is delayed or not completed at all for any reason, we will have expended time and resources that could have otherwise been spent on our existing business and the pursuit of other opportunities that could have been beneficial to us, and our ongoing business and financial results may therefore be adversely affected; - the fact that the Business Combination Agreement restricts us from entering into certain corporate transactions and taking other specified actions without the consent of GH Power, and generally requires us to use commercially reasonable efforts to carry on our business in the ordinary course through the completion of the Business Combination, and that these restrictions could be in place for an extended period of time if completion of the Business Combination is delayed and could prevent us from pursuing attractive business opportunities that may arise prior to the completion of the Business Combination; - the risk that litigation relating to the Business Combination or the Stock Sale, if any, including any proceeding to specifically enforce our obligations under the Business Combination Agreement or the Stock Purchase Agreement, could result in an injunction preventing the completion of such transactions and/or substantial costs;- the fact that the Business Combination Agreement limits our ability to pursue alternatives to the Business Combination, may discourage other companies from trying to acquire us and, in specified circumstances, could require us to pay a $1.0 million termination fee; - the potential impact of the Business Combination and the Stock Sale on our stock price; - we may experience negative reactions from the financial markets, including adverse effects on the trading price of our common stock, which could affect our ability to secure sufficient financing in the future on attractive terms (or at all), and from our vendors, regulators and employees; - the Business Combination Agreement and the Stock Purchase Agreement place certain restrictions on the operation of our business prior to the closing of the Business Combination and the Stock Sale, respectively, which may prevent us from making certain acquisitions, taking certain other specified actions, or otherwise pursuing business opportunities during the pendency of such transactions that we would have made, taken, or pursued if these restrictions were not in place; - matters relating to the Business Combination and the Stock Sale, including integration and transition planning, will require substantial commitments of time and resources by our management and the expenditure of significant funds in the form of fees and expenses, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us as an independent company; - the incurrence of significant pre- and post-transaction costs in connection with the Business Combination and the Stock Sale that are, and will be, incurred regardless of whether such transactions are completed, including, among others, fees paid to financial, legal and accounting advisors and filing fees; and - the occurrence of any event giving rise to the right of a party to terminate the Business Combination Agreement or the Stock Purchase Agreement.
- Share Price & Shareholder Rights - Risk 3AddedOur stockholders will have a reduced ownership and voting interest following the Business Combination and will exercise less influence over management.
Following completion of the Business Combination, our current stockholders are expected to own approximately 9% of the outstanding Pubco Common Shares, subject to adjustment as set forth in the Business Combination Agreement. Consequently, our stockholders, as a group, will have reduced ownership and voting power in Pubco compared to their current ownership and voting power in us and will be able to exercise less collective influence over our management and policies than they currently exercise.
- Share Price & Shareholder Rights - Risk 4AddedFailure to consummate the Business Combination and Stock Sale within the expected timeframe or at all could have a material adverse impact on our business, financial condition and results of operations and could result in a winddown, dissolution or other liquidation process.
There can be no assurance that the proposed Business Combination and Stock Sale will be consummated. The consummation of the transactions contemplated by the Business Combination Agreement and the Stock Purchase Agreement is subject to the fulfillment or waiver (if permitted by law) of certain customary closing conditions, including, without limitation, approval of our stockholders. There can be no assurance that these and other conditions to closing will be satisfied in a timely manner or at all. If the Business Combination and Stock Sale are not consummated, we will need to secure substantial additional funding from other sources to continue our operations, and there can be no assurance that such funding will be available on acceptable terms, or at all. In such a case, the Board of Directors may decide to pursue a winddown, dissolution or other liquidation process, in which case our stockholders may receive little or no value for their shares of common stock.
- Share Price & Shareholder Rights - Risk 5Stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees may be limited.
Our Certificate of Incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim for breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our Certificate of Incorporation or our bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine. Our Certificate of Incorporation further provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, subject to and contingent upon a final adjudication in the State of Delaware of the enforceability of such exclusive forum provision. These exclusive forum provisions may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. For example, stockholders who do bring a claim in the Court of Chancery could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near the State of Delaware. The Court of Chancery and federal district courts may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders. Some companies that adopted a similar federal district court forum selection provision are currently subject to a suit in the Chancery Court of Delaware by stockholders who assert that the provision is not enforceable. If a court were to find either choice of forum provision contained in our Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition. For example, the Court of Chancery of the State of Delaware recently determined that the exclusive forum provision of federal district courts of the United States of America for resolving any complaint asserting a cause of action arising under the Securities Act is not enforceable. As a result of this decision, we do not currently intend to enforce the federal forum selection provision in our Certificate of Incorporation, unless the decision is reversed on appeal. However, if the decision is reviewed on appeal and ultimately overturned by the Delaware Supreme Court, we would enforce the federal district court exclusive forum provision.
- Share Price & Shareholder Rights - Risk 6Anti-takeover provisions of our Certificate of Incorporation, bylaws and Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove the current members of our Board and management.
Certain provisions of our amended and restated Certificate of Incorporation and bylaws could discourage, delay, or prevent a merger, acquisition or other change of control that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your Shares. Furthermore, these provisions could prevent or frustrate attempts by our stockholders to replace or remove members of our Board. These provisions also could limit the price that investors might be willing to pay in the future for our common stock, thereby depressing the market price of our common stock. Stockholders who wish to participate in these transactions may not have the opportunity to do so. These provisions, among other things: - they provide that special meetings of stockholders may be called only by the Board, President, or our Chairman of the Board of Directors, or at the request in writing by stockholders of record owning at least fifty (50%) percent of the issued and outstanding voting shares of common stock; - they do not include a provision for cumulative voting in the election of directors. Under cumulative voting, a minority stockholder holding a sufficient number of shares may be able to ensure the election of one or more directors. The absence of cumulative voting may have the effect of limiting the ability of minority stockholders to effect changes in our Board; and - they allow us to issue, without stockholder approval, up to 10,000,000 shares of preferred stock (all of which remain available for issuance) that could adversely affect the rights and powers of the holders of our common stock. In addition, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, or DGCL, which may, unless certain criteria are met, prohibit large stockholders, in particular those owning 15% or more of the voting rights on our common stock, from merging or combining with us for a prescribed period of time.
- Share Price & Shareholder Rights - Risk 7Our Certificate of Incorporation allows for our Board to create new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock.
Our Board has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board has the authority to issue up to 10,000,000 shares of our preferred stock without further stockholder approval. As a result, our Board could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our Board could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders.
- Share Price & Shareholder Rights - Risk 8If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.
The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. Our research coverage by industry and financial analysts is currently limited. Even if our analyst coverage increases, if one or more of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
- Share Price & Shareholder Rights - Risk 9Our share price has been and could remain volatile.
The market price of our common stock has historically experienced and may continue to experience significant volatility. Our progress in developing our product candidates, the impact of government regulations on our products and industry, the potential sale of a large volume of our common stock by stockholders, our quarterly operating results, changes in general conditions in the economy or the financial markets and other developments affecting us or our competitors could cause the market price of our common stock to fluctuate substantially with significant market losses. If our stockholders sell a substantial number of shares of common stock, especially if those sales are made during a short period of time, those sales could adversely affect the market price of our common stock and could impair our ability to raise capital. In addition, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has affected the market prices of securities issued by many companies for reasons unrelated to their operating performance and may adversely affect the price of our common stock. In addition, we could be subject to a securities class action litigation as a result of volatility in the price of our stock, which could result in substantial costs and diversion of management's attention and resources and could harm our stock price, business, prospects, results of operations and financial condition.
- Share Price & Shareholder Rights - Risk 10An active public trading market for our common stock may not be sustained.
Although our common stock is listed on the NYSE American, the market for our shares has demonstrated varying levels of trading activity, and we cannot assure you that an active trading market will be sustained. A lack of an active market may impair your ability to sell shares of our common stock at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the price of shares of our common stock. An inactive market may also impair our ability to raise capital by selling shares of capital stock and may impair our ability to acquire other companies or technologies by using our common stock as consideration.
- Share Price & Shareholder Rights - Risk 11Any issuance of shares of our common stock upon conversion of the shares of Preferred Stock will cause dilution to our then existing stockholders and may depress the market price of our common stock.
Each share of Preferred Stock is convertible into a number of shares of common stock calculated by dividing (i) stated value by (ii) a fixed conversion price of $0.586. The issuance of shares of our common stock upon conversion of the Preferred Stock will result in immediate and substantial dilution to the interests of holders of our shares of common stock and may depress the market price of our common stock.
- Share Price & Shareholder Rights - Risk 12Our common stock ranks junior to the Preferred Stock in the event of a liquidation, dissolution or winding-up of the Company.
In the event of any liquidation, dissolution or winding-up of the Company, a holder of shares of the Preferred Stock will be entitled to receive an amount equal to 100% of the stated value before any distribution or payment may be made with respect to the common stock.
- Share Price & Shareholder Rights - Risk 13Pursuant to the terms of our Series A Preferred Stock, we may be obligated to pay significant royalties.
Pursuant to the terms of the Certificate of Designations of Preferences, Rights and Limitations (the "Series A Certificate of Designations") for our Series A Preferred Stock, we are required to pay royalties of up to $35 million per year. If and when we obtain FDA or EMA approval of MAT2203, which we do not expect to occur before 2030, if ever, and/or if we generate sales of such products, or we receive any proceeds from the licensing or other disposition of MAT2203, we are required to pay to certain former holders of our Series A Preferred Stock, in aggregate, a royalty equal to (i) 4.5% of Net Sales (as defined in the Series A Certificate of Designations), subject in all cases to a cap of $25 million per calendar year, and (ii) 7.5% of Licensing Proceeds (as defined in the Series A Certificate of Designations), subject in all cases to a cap of $10 million per calendar year. The Royalty Payment Rights will expire when the patents covering the applicable product expire, which is currently expected to be in 2033.
- Share Price & Shareholder Rights - Risk 14Our stockholders may be subject to substantial dilution by exercises of outstanding options and warrants.
As of December 31, 2025, we had outstanding options to purchase an aggregate of 457,219 shares of our common stock at a weighted average exercise price of $34.76 per share and outstanding warrants to purchase an aggregate of 10,516,543 shares of our common stock at a weighted average exercise price of $0.97 The exercise of such outstanding options and warrants will result in dilution of the value of our shares.
- Share Price & Shareholder Rights - Risk 15Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.
Until such time, if ever, as we can generate product revenues sufficient to achieve profitability, we expect to finance our cash needs through a combination of public or private 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, your ownership interest may be materially diluted, and the terms of these securities may include liquidation or other preferences and anti-dilution protections that could adversely affect your rights as a common stockholder. 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 oversee the development of our product candidates. If we raise additional funds through collaborations, strategic alliances or marketing, distribution, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.
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