BTIG terminates Matinas at-the-market sales agreement

Matinas BioPharma Holdings, Inc. disclosed in a Form 8-K filed July 24, 2026 that BTIG, LLC has terminated the at-the-market sales agreement the two companies signed on July 2, 2020. BTIG gave notice on July 23, 2026, and the termination took effect immediately. The company says it is not subject to any termination penalties or other expenses related to the termination. The filing was signed by Jerome D. Jabbour, the company's Chief Executive Officer.

The terminated sales agreement

Under the 2020 Sales Agreement, Matinas could offer and sell shares of its common stock, par value $0.0001 per share, with an aggregate offering price of up to $50,000,000. Sales could be made from time to time through BTIG in at-the-market offerings, as defined in Rule 415 of the Securities Act of 1933, as amended. BTIG acted under Section 12(a) of the agreement to end it.

The 8-K describes the agreement in summary form and refers readers to the copy filed as Exhibit 1.01 to the company's Form 8-K filed on July 2, 2020. The filing does not say whether the company has put a replacement sales arrangement in place.

What the company does

In its annual report on Form 10-K filed March 31, 2026, Matinas describes itself as a clinical-stage biopharmaceutical company. It uses a lipid nanocrystal (LNC) platform to deliver therapies. Its lead product candidate is MAT2203, an oral form of amphotericin B, an antifungal drug.

Following the EnACT Phase 2 trial in cryptococcal meningitis, the company says MAT2203 is positioned for a single Phase 3 registration trial, the ORALTO trial, in support of a New Drug Application for invasive aspergillosis in patients with limited treatment options.

The pause and the partnership search

The annual report says that following an 80% reduction in workforce implemented in late October 2024, the company paused further clinical development of MAT2203 while it continues talks with prospective partners toward a licensing, sale or similar transaction. It has also paused internal development of LNC-based programs in oncology and inflammatory diseases while it evaluates strategic alternatives for them.

The company says it will require either a partnership transaction or additional capital before it can commence the ORALTO trial. It also says a partner may seek to revise the trial or set a different development program and pathway for MAT2203, and that there can be no assurance a transaction will be completed.

Earlier financing

The annual report describes an April 2, 2024 securities purchase agreement with certain institutional investors. It provided for the sale of 666,667 shares of common stock and warrants to buy up to 666,667 more shares, at an offering price of $15.00 per share with the accompanying warrant. The warrants have an exercise price of $17.50 and expire on October 5, 2029. The company says the offering brought gross proceeds of approximately $10 million before placement agent fees and related offering expenses. The annual report does not name the placement agent in that passage.

Financial position

The company's reported figures show research and development expense of $85,000 for the fiscal year ended December 31, 2025, compared with $11.4 million for 2024. The net loss was $10.3 million for 2025 and $24.3 million for 2024. Cash from operations was negative $7.0 million for 2025 and negative $15.9 million for 2024. These figures come from the annual report filed March 31, 2026.

The risks ahead

The 8-K describes no successor to the terminated agreement. The company says it needs a partnership transaction or new capital before it can start the ORALTO trial, and the annual report says there can be no assurance a transaction will be completed. Cash from operations was negative $7.0 million for 2025 and the net loss was $10.3 million. Clinical development of MAT2203 stays paused.

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