UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2020

MATINAS BIOPHARMA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (908) 443-1860

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Securities registered pursuant to Section 12(b) of the Act:

Item 1.02. Termination of Material Definitive Agreement.

On February 19, 2020, Matinas BioPharma Holdings, Inc. (the “Company”) provided notice of its termination of the Controlled Equity Offering Sales Agreement, dated as of April 28, 2017 (the “Equity Sales Agreement”), by and between Matinas BioPharma Holdings, Inc. (the “Company”) and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”). The termination of the Equity Sales Agreement will be effective on or before March 1, 2020. As previously reported, pursuant to the terms of the Equity Sales Agreement, the Company could offer and sell shares of its common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $30.0 million from time to time through Cantor Fitzgerald. The Company is not subject to any termination penalties related to the termination of the Equity Sales Agreement. The Company sold a total of 13,220,987 shares of its Common Stock pursuant to the Equity Sales Agreement from August 2017 to October 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.