Corporate Action, Amendments to Bylaws (Form 8-K)

The information contained in Item 5.03 below is incorporated by reference into this Item 3.03.

On September 25, 2026, Matinas BioPharma Holdings, Inc. (the "Company") filed a Certificate of Amendment to the Company's Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware (the "Certificate of Amendment"), which, at 12:01 a.m. Eastern Time on September 28, 2026 (the "Effective Date"), effected a one-for-fifteen (1:15) reverse stock split (the "Reverse Stock Split") of the Company's issued and outstanding shares of common stock, $0.0001 par value per share (the "Common Stock"). In connection with the Reverse Stock Split, the CUSIP number for the Common Stock changed to 576810 402.

Subject to NYSE American LLC ("NYSE American" or the "Exchange") approval, the Company anticipates that the Common Stock will begin trading on the NYSE American on a Reverse Stock Split-adjusted basis when the market opens on September 28, 2026.

As a result of the Reverse Stock Split, every fifteen (15) shares of Common Stock issued and outstanding were converted into one (1) share of Common Stock. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder's percentage interest in the Company's equity, except to the extent that the Reverse Stock Split would have resulted in some stockholders owning a fractional share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to receive a proportional cash payment.

The Reverse Stock Split did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All outstanding securities entitling their holders to purchase or acquire shares of Common Stock, including stock options, warrants and convertible preferred stock, were adjusted as a result of the Reverse Stock Split, as required by the terms of those securities.

At the Company's annual meeting of stockholders held on June 23, 2025, the stockholders of the Company voted to approve the Certificate of Amendment. On September 16, 2026, the Board of Directors of the Company also approved and authorized the filing of the Certificate of Amendment.

The foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit 3.1 and is incorporated herein by reference.