United States


Securities and Exchange Commission


Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the


Securities Exchange Act of 1934

Filed by the Registrant☐
Filed by a Party other than the Registrant☐

Filed by the Registrant ☒
Filed by a Party other than the Registrant  ☐
Check the appropriate box:

☐
​​
Preliminary Proxy Statement
☐
​​
Confidential, For Use of the Commission Only(asOnly (as permitted by Rule 14a-6(e)(2))
☒
​​
Definitive Proxy Statement
☐
​​
Definitive Additional Materials
☐
​​
Soliciting Materials Pursuant to Rule 14a-12

MATINAS BIOPHARMA HOLDINGS, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Payment of Filing Fee (Check the appropriate box):
☒
​​
No fee required.

☐
​​
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)
​​
(1)
​​
Title of each class of securities to which transaction applies:

(2)
​​
​​
​​
(2)
​​
Aggregate number of securities to which transaction applies:

(3)
​​
​​
​​
(3)
​​
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)
​​
​​
​​
(4)
​​
Proposed maximum aggregate value of transaction:

(5)
​​
​​
​​
(5)
​​
Total fee paid:

☐
​​
​​
 ☐
​​
Fee paid previously with preliminary materials:

☐
​​
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)
​​
(1)
​​
Amount Previously Paid:

(2)
​​
​​
​​
(2)
​​
Form, Schedule or Registration Statement No.:

(3)
​​
​​
​​
(3)
​​
Filing Party:

(4)
​​
​​
​​
(4)
​​
Date Filed:

​​
​​

MATINAS BIOPHARMA HOLDINGS, INC.

1545 ROUTE 206 SOUTH


SUITE 302


BEDMINSTER NJ 07921

NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS

To be held on October 25, 2017

January 26, 2021

To the Stockholders of


Matinas BioPharma Holdings, Inc.

NOTICE IS HEREBY GIVENthat the Annuala Special Meeting of Stockholders of Matinas BioPharma Holdings, Inc. (the “Company”) will be held at the offices of Lowenstein Sandler LLP, located at One Lowenstein Drive, Roseland, NJ 07068, on October 25, 2017,January 26, 2021, beginning at 9 a.m. local time. Due to concerns regarding COVID-19 and to assist in protecting the health and well-being of our stockholders and employees, the Special Meeting will be held via the internet. Stockholders will be able to listen, vote and ask questions regardless of location via the internet at www.virtualshareholdermeeting.com/MTNB2021 by using the control number included on your notice regarding the availability of proxy materials, proxy card (printed in the box and marked by the arrow) and the instructions that accompanied your proxy materials. You will not be able to attend the Special Meeting in person.At the AnnualSpecial Meeting, stockholders will act on the following matters:

To elect six directors to serve until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified;
To ratify the appointment ofEisnerAmper LLPas our independent registered public accounting firm for the year ending December 31, 2017; and
To consider any other matters that may properly come beforeapprove, an amendment to our Certificate of Incorporation to effect a reverse stock split of our common stock at a ratio in the Annual Meeting.range of 1-for-2 to 1-for-15, with such reverse stock split to be effected at such ratio, time and date, if at all, as determined by our Board of Directors in its sole discretion; and

To approve the adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes to approve the Authorized Shares Proposal or the Reverse Stock Split Proposal.
Only stockholders of record of our common stock at the close of business on September 7, 2017December 3, 2020 are entitled to receive notice of and to vote at the AnnualSpecial Meeting or any postponement or adjournment thereof.

Your vote is important. Whether you plan to attend the meeting virtually or not, you may vote your shares by marking, signing, dating and mailing the enclosed proxy card in the envelope provided. If you attend the meeting virtually and prefer to vote in person,during the meeting, you may do so even if you have already voted your shares. You may revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the meeting.

​​
By Order of the Board of Directors
​​
     /s/ Roelof Rongen​​
/s/ Jerome D. Jabbour

Roelof Rongen,

​

​
Jerome D. Jabbour
Chief Executive Officer

September 15, 2017

December 17, 2020
Bedminster, New Jersey

MATINAS BIOPHARMA HOLDINGS, INC.


1545 ROUTE 206 SOUTH


SUITE 302


BEDMINSTER NJ 07921

PROXY STATEMENT

This proxy statement contains information related to the Annuala Special Meeting of Stockholders to be held on October 25, 2017January 26, 2021 at 9 a.m. local time via the internet at the offices of Lowenstein Sandler LLP, located at One Lowenstein Drive, Roseland, NJ 07068,www.virtualshareholdermeeting.com/MTNB2021, or at such other time and place to which the AnnualSpecial Meeting may be adjourned or postponed. The enclosed proxy is solicited by the Board of Directors of Matinas BioPharma Holdings, Inc. (the “Board”). The proxy materials relating to the AnnualSpecial Meeting are being mailed to stockholders entitled to vote at the meeting on or about September 15, 2017.

December 17, 2020.

Important Notice of Availability of Proxy Materials for the AnnualSpecial Meeting of Stockholders to be held on October 25, 2017.

January 26, 2021.

Our proxy materials including our Proxy Statement for the 2017 AnnualSpecial Meeting our Annual report for the fiscal year ended December 31, 2016 and proxy card are available on the Internet at www.proxyvote.com.www.proxyvote.com. Under Securities and Exchange Commission rules, we are providing access to our proxy materials both by sending you this full set of proxy materials, and by notifying you of the availability of our proxy materials on the Internet.

ABOUT THE MEETING

Why are we calling this AnnualSpecial Meeting?

We are calling the AnnualSpecial Meeting to seek the approval of our stockholders:

To elect six directors to serve until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified;
To ratify the appointment ofEisnerAmper LLPas our independent registered public accounting firm for the year ending December 31, 2017; and
To consider any other matters that may properly come beforeapprove, an amendment to our Certificate of Incorporation to effect a reverse stock split of our common stock at a ratio in the Annual Meeting.range of 1-for-2 to 1-for-15, with such reverse stock split to be effected at such ratio, time and date, if at all, as determined by our Board of Directors (the “Board”) in its sole discretion (the “Reverse Stock Split Proposal”); and

To approve the adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes to approve the Reverse Stock Split Proposal (the “Adjournment Proposal”).
What are the Board’s recommendations?

Our Board believes that the electionapproval of the director nominees identified hereinReverse Stock Split Proposal and the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending December 31, 2017isAdjournment Proposal are advisable and in theour best interests and that of the Company and itsour stockholders and recommends that you vote FOR these proposals.

Who is entitled to vote at the meeting?

Only stockholders of record of our common stock at the close of business on the record date, September 7, 2017,December 3, 2020, are entitled to receive notice of the AnnualSpecial Meeting and to vote the shares of common stock that they held on that date at the meeting, or any postponement or adjournment of the meeting. Holders of our common stock are entitled to one vote per share on each matter to be voted upon.

As of the record date, we had 92,601,330199,441,758 outstanding shares of common stock.

Who can attend the meeting?

All stockholders as

The Special Meeting will take place virtually through the Internet, in light of the record date, or their duly appointed proxies, mayCOVID-19 pandemic and related public health concerns. There will not be a physical meeting location and you will not be able to attend the Annual Meeting. Please noteSpecial Meeting in person. We have designed the format of the virtual Special Meeting to ensure that our stockholders who attend the Special Meeting online will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the Special Meeting online, vote your shares online during the Special Meeting and submit questions online during the Special Meeting by visiting www.virtualshareholdermeeting.com/MTNB2021. You are entitled to attend and participate in the Special Meeting only if you hold your shares in “street name” (that is, through a broker or other nominee), you will need to bring a copy of your proxy card delivered to you by your broker or a legal proxy given to you by your broker and check in at the registration desk at the meeting.

If you arewere a stockholder of record and planas of the close of business on December 3, 2020. To be admitted to attend the AnnualSpecial Meeting at www.virtualshareholdermeeting.com/MTNB2021, you must enter the 16-digit control number

1
found on your proxy card, notice of internet availability or other proxy materials. If you do not have a control number, please contact the Corporate Secretary by emailbrokerage firm, bank, dealer, or other similar organization that holds your account as soon as possible so that you can be provided with a control number. The Special Meeting will begin promptly at corporatesecretary@matinasbiopharma.com or by phone at (908) 443-18609:00 a.m. local time. We encourage you to register to attendaccess the Annual Meeting.Special Meeting before it begins. Online check-in will start 15 minutes before the meeting on January 26, 2021. If you hold shares through an intermediary, such as a bankencounter any difficulties accessing the virtual meeting during the check-in or broker, and you plan to attend, you must send a written request to attend either by regular mail or email, along with proof of share ownership, such as a bank or brokerage firm account statement, confirming ownership to: Matinas BioPharma Holdings, Inc., 1545 Route 206 South, Suite 302, Bedminster NJ 07921, Attn: Corporate Secretary or corporatesecretary@matinasbiopharma.com. Please plan to arrive atmeeting time, please call the meeting location within a reasonable period of time beforetechnical support number that will be posted on the start of the Annual Meeting.

- 1 -
virtual Special Meeting log-in page.

What constitutes a quorum?

The presence at the AnnualSpecial Meeting, in personvirtually or by proxy, of the holders of a majority of our common stock outstanding on the record date will constitute a quorum for our meeting. Signed proxies received but not voted and broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting.

How do I vote?

You can vote on matters that come before the AnnualSpecial Meeting by completing, dating and signing the enclosed proxy card and returning it in the enclosed postage-paid envelope.

Your shares will be voted as you indicate on your proxy card. If you vote the enclosed proxy but you do not indicate your voting preferences, and with respect to any other matter that properly comes before the meeting, the individuals named on the proxy card will vote your shares FOR the matters submitted at the meeting, or if no recommendation is given, in their own discretion.

If you are a stockholder of record, to submit your proxy by telephone or via the Internet, follow the instructions on the proxy card. If you hold your shares in street name, you may vote by telephone or via the Internet as instructed by your broker, bank or other nominee.

If you are a stockholder of record, virtually attend the AnnualSpecial Meeting and prefer to vote in person,online at the Special Meeting, you may do so even if you have already voted your shares by proxy. If you hold shares in “street name,” however, you must provide a legal proxy executed by your broker or other nominee in order to vote your shares at the AnnualSpecial Meeting.

What if I vote and then change my mind?

You may revoke your proxy at any time before it is exercised by:

filing with theour Secretary of the Company a notice of revocation;
sending in another duly executed proxy by telephone, internet or mail bearing a later date; or
attending the meeting virtually and casting your vote in person.online.

Your latest vote will be the vote that is counted.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Many of our stockholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record

If your shares are registered directly in your name with our transfer agent,VStock Transfer, LLC,, you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote in personvirtually at the AnnualSpecial Meeting.

Beneficial Owner

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker, bank or nominee which is considered, with respect to those shares, the stockholder of record. As the beneficial owner,
2
you have the right to direct your broker as to how to vote and are also invited to attend the AnnualSpecial Meeting. However, because you are not the stockholder of record, you may not vote these shares in persononline at the AnnualSpecial Meeting unless you obtain a signed proxy from the record holder giving you the right to vote the shares. If you do not vote your shares or otherwise provide the stockholder of record with voting instructions, your shares may constitute broker non-votes. The effect of broker non-votes is more specifically described in “What vote is required to approve each proposal?” below.

What vote is required to approve each proposal?

The holders of a majority of our shares of common stock outstanding on the record date must be present, in personvirtually or by proxy, at the AnnualSpecial Meeting in order to have the required quorum for the transaction of business. Pursuant to Delaware corporate law, abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present.

- 2 -

Assuming that a quorum is present, the following votes will be required:

With respect to the election of directors (Proposal No. 1), the six nominees receiving the highest number of FOR votes (from the holders of shares present in person or represented by proxy) will be elected as directors.
With respect to the ratificationReverse Stock Split Proposal, approval will require the affirmative vote of the appointmentmajority of EisnerAmper LLPthe shares issued and outstanding as our independent registered public accounting firm (Proposal No. 2),of the Record Date, and abstentions will have the same effect as a vote against this proposal.
With respect to the Adjournment Proposal, approval will require the affirmative vote of a majority of the votes cast in personvirtually or represented by proxy at the Annual Meeting.Special Meeting, and abstentions will have the same effect as a vote against the proposal.
With respect to the approval of any other matter that may properly come before the Annual Meeting, approval will require the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting.

Holders of the common stock will not have any dissenters’ rights of appraisal in connection with any of the matters to be voted on at the meeting.

What are “broker non-votes”?

Broker non-votes occur when nominees, such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the beneficial holders at least ten days before the meeting. If that happens, the nominees may vote those shares only on matters deemed “routine”, such as the ratification of auditors.. Nominees cannot vote on non-routine matters unless they receive voting instructions from beneficial holders, resulting in so-called “broker non-votes.”

holders. The electiondetermination of directors (Proposal No. 1) iswhich proposals are deemed “routine” versus “non-routine” may not consideredbe made by the New York Stock Exchange until after the date on which this proxy statement has been mailed to be a “routine” matter and brokers are not permitted to vote on this matter if the broker has not received instructions from the beneficial owner. Accordingly,you. As such, it is particularly important that beneficial owners instruct their brokers how theyyou provide voting instructions to your bank, broker or other nominee, if you wish to vote theirdetermine the voting of your shares. The ratification of our independent registered public accounting firm (Proposal No. 2) is considered to be a “routine” matter, and hence your brokerage firm will be able to vote on Proposals No. 2 even if it does not receive instructions from you, so long as it holds your shares in its name.

How are we soliciting this proxy?

proxy?

We are soliciting this proxy on behalf of our Board by mail and will pay all expenses associated therewith. We have engaged MacKenzie Partners, Inc. (“MacKenzie”) as the proxy solicitor for the Special Meeting for an approximate fee of $7,500 plus fees for additional services, if needed. We have also agreed to reimburse MacKenzie for its reasonable out of pocket expenses. Some of our officers and other employees also may, but without compensation other than their regular compensation, solicit proxies by further mailing or personal conversations, or by telephone, facsimile or other electronic means.

We will also, upon request, reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their reasonable out-of-pocket expenses for forwarding proxy materials to the beneficial owners of the capital stock and to obtain proxies.

- 3 -
If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:



1407 Broadway, 27th Floor
New York, New York 10018
Email: proxy@mackenziepartners.com
Call Collect: (212) 929-5500
Toll-Free: (800) 322-2885
3
PROPOSAL 1: ELECTION OF DIRECTORS

AtREVERSE STOCK SPLIT PROPOSAL

General
The Board has unanimously approved, and recommended that our stockholders approve, an amendment to our Certificate of Incorporation in substantially the Annual Meeting, six directors areform attached hereto as Annex A (the “Reverse Split Amendment”), to effect a reverse stock split at a ratio in the range of 1-for-2 to 1-for-15, to be elected. All directorsdetermined at the discretion of the CompanyBoard, whereby each outstanding 2 to 15 shares would be combined, converted and changed into 1 share of our common stock. This proposal is referred to in this Proxy Statement as the “Reverse Stock Split Proposal.” If the stockholders approve the Reverse Split Amendment, the Board will hold office untilhave discretion to determine, as it deems to be in the next Annual Meetingbest interest of Stockholders or until their respective successors are duly electedour stockholders, the specific ratio to be used within the range described above and qualified or their earlier resignation or removal.

It is the intentiontiming of the persons named inreverse stock split, which must occur any time prior to the proxies forfirst anniversary of its approval by the holders of commonstockholders.

The reverse stock to vote the proxies for the election of the nominees named below, unless otherwise specified in any particular proxy. Our management does not contemplate that the nominees will become unavailable for any reason, but if that should occur before the meeting, proxiessplit will be voted for another nominee, or other nominees, to be selected by our Board of Directors. In accordance with our by-laws and Delaware law, a stockholder entitled to vote for the election of directors may withhold authority to vote for certain nominees for directors or may withhold authority to voterealized simultaneously for all nominees for directors. The director nominees receiving a plurality of the votes of the holders ofoutstanding shares of common stock presentand the ratio will be the same for all outstanding shares of common stock. The reverse stock split will affect all holders of our common stock uniformly and each stockholder will hold the same percentage of common stock outstanding immediately following the reverse stock split as that stockholder held immediately prior to the reverse stock split, except for adjustments that may result from the treatment of fractional shares as described below. The Reverse Split Amendment will not change the total number of authorized shares of common stock, and the par value of the common stock will remain at $0.0001 per share. The number of authorized shares of preferred stock will also remain the same.
The Board unanimously approved and recommended seeking stockholder approval of this Reverse Stock Split Proposal on November 22, 2020. The Board may determine in person or by proxy atits discretion not to effect any reverse stock split and not to file the meeting and entitledReverse Split Amendment. Subject to voteapproval of the Reverse Split Amendment through the approval of this Reverse Stock Split Proposal, no further action on the electionpart of directorsour stockholders will be elected directors. Broker non-votesrequired to either implement or abandon the reverse stock split. As detailed below, if the Board does not effect the reverse stock split by filing the Reverse Split Amendment before the close of business on January 26, 2022, the Board will notno longer be treatedpermitted to effect the reverse stock split as a vote for or against any particular director nominee and will not affect the outcome of the election. Stockholders may not vote, or submit a proxy, for a greater number of nominees than the six nominees named below.

Director Nominees

The following table sets forth the name, age, position and tenure of each of our current directors each of whom are up for re-election at the 2017 Annual Meeting:

Name Age Position(s) Served as an
Officer or Director
Since
Herbert Conrad 84 Chairman of the Board 2013
Roelof Rongen 52 Chief Executive Officer and Director 2013
Eric Ende 48 Director 2017
Stefano Ferrari 56 Director 2013
James Scibetta 52 Director 2013
Adam Stern 53 Director 2013

The following biographical descriptions set forth certain information with respect to the director nominees, based on information furnished to the Company by each director nominee.

Herbert Conrad has served as our Chairmanauthority of the Board since July 2013 andto effect the reverse stock split will expire as Chairman of the Boardclose of Matinas BioPharma since October 2012. He also servesbusiness on January 26, 2022.

The Board’s determination as to whether and when to effect a reverse stock split and the specific ratio to be used will be based on a number of factors, including the closing bid price for our common stock, prevailing market conditions, existing and expected trading prices for our common stock, actual or forecasted results of operations, and the likely effect of such results on the boardmarket price of directorsour common stock.
The reverse stock split is not being proposed in response to any effort of Celldex Therapeutics, Inc. (NASDAQ: CLDX), Arbutus Biopharma Corporation (NASDAQ: ABUS)which we are aware to accumulate shares of our common stock or obtain control of us, nor is it a plan by management to recommend a series of similar actions to our Board or our stockholders.
There are certain risks associated with a reverse stock split, and as an Advisorwe cannot accurately predict whether, or assure that, the reverse stock split will produce or maintain the desired results (for more information on the risks, see the section below entitled “Certain Risks Associated with the Reverse Stock Split”). However, our Board believes that the benefits to us and our stockholders outweigh the risks and recommends that you vote in favor of the Reverse Stock Split Proposal.
Purposes of the Proposed Reverse Stock Split
We believe that the reverse stock split could enhance the appeal of our common stock to the Seaver Autism Center at Mount Sinai Hospital. Mr. Conrad wasfinancial community, including institutional investors, and the Presidentgeneral investing public. We believe that a number of institutional investors and investment funds are reluctant to invest in lower-priced securities and that brokerage firms may be reluctant to recommend lower-priced securities to their clients, which may be due in part to a perception that lower-priced securities are less promising as investments, are less liquid in the event that an investor wishes to sell its shares, or are less likely to be followed by institutional securities research firms and therefore more likely to have less third-party analysis of the U.S. Pharmaceuticals Division of Hoffmann-La Roche, Inc. from 1982 until his retirement in 1993. Priorcompany available to investors. We believe that he held many positions of increasing responsibility at Roche Pharmaceuticalsthe reduction in the United States. Mr. Conrad previously servednumber of issued and outstanding shares of our common stock caused by the reverse stock split, together with the anticipated increased stock price immediately following and resulting from the reverse stock split, may encourage broader interest and trading in our common stock and thus possibly promote greater liquidity for our stockholders, thereby resulting in a broader market for our common stock than that which currently exists.
4
Moreover, we may in the future determine that submission of an application to the New York Stock Exchange or The NASDAQ Stock Market for “uplisting” of our Common Stock is in the best interest of our shareholders. The New York Stock Exchange and each tier of the Nasdaq has its own listing criteria. We may in the future consider targeting the New York Stock Exchange or NASDAQ Global Market, both of which require, among other criteria, an initial bid price of at least $4.00 per share and, following initial listing, maintenance of a continued price of at least $1.00 per share. On the record date, the sale price of our common stock on the boardNYSE American was $1.04 per share. A decrease in the number of directorsissued and outstanding shares of Pharmasset, Inc. (chairman), Savient Pharmaceuticals, Inc., (NASDAQ: SVNT) Dura Pharmaceuticals, Inc., UroCor, Inc., GenVec, Inc. (NASDAQ: GNVC) (chairman), Sicor, Inc., Bone Care International, Inc. (chairman), Sapphire Therapeutics, Inc. (chairman), the medical advisory board of Henry Schein Inc. (NASDAQ: HSIC), and he was a Director and Co-Founder of Reliant. Pharmasset was acquired by Gilead Sciences, Inc. for $11 billion in 2011. He received B.S. and M.S. degreesour common stock resulting from the Brooklyn Collegereverse stock split should, absent other factors, assist in ensuring that our per share market price of Pharmacy and an honorary Doctorate in Humane Letters from Long Island University. We believe Mr. Conrad is qualified to serve on our board of directors due to his extensive expertise and experience incommon stock remains above the life sciences industry and his extensive board experience.

Roelof Rongen See description under “Management.”

Eric Ende has served on our board of directors since April 2017. Dr. Ende is president of Ende BioMedical Consulting Group,required price. However, we cannot provide any assurance that (i) we will pursue a privately-held consulting company which is focused on helping life sciences companies raise capital, identify licensing partners, and optimize corporate structure as well as analyzing both private and public investment opportunities for clients within the life sciences industry, a position he has held since 2009. Dr. Ende serves as co-founder, chief executive and chief financial officer of WellFit Holdings, LLC, a private company focused on developing fitness technologies. In addition, Dr. Ende consulted with Icahn Enterprises in their efforts to appoint board members at Forest Labs, Genzyme, Biogen IDEC, and Amylin. Dr. Ende servedlisting on the boardNew York Stock Exchange, the Nasdaq Global Market, or any other tier of directors and as a member ofThe NASDAQ Stock Market or (ii) even if we do, our minimum bid price would remain over the audit and risk management committee of Genzyme Corp. (NASDAQ: GENZ) from 2010 until it was acquired by Sanofi (NSYE: SNY) in 2011. Dr. Ende is currently serving on the Technology Transfer Committee of Mount Sinai Innovation Partners and served as the Chairman of the Unsecured Creditor’s Committee overseeing the bankruptcy of Egenix, Inc. From 2002 through 2008, Dr. Ende was the senior biotechnology analyst at Merrill Lynch. From 2000 through 2002, Dr. Ende was the senior biotechnology analyst at Banc of America Securities and, from 1997 to 2000, he was a biotechnology analyst at Lehman Brothers. Dr. Ende received an MBA in Finance & Accounting from NYU – Stern Business School in 1997, an MD from Mount Sinai School of Medicine in 1994, and a BS in Biology and Psychology from Emory University in 1990. We believe Dr. Ende is qualified to serve on our board of directors due to his industry experience, including as president of Ende BioMedical Consulting Group and as a biotechnology analyst, and his prior public company board experience.

- 4 -

Stefano Ferrari has served on our board of directors since July 2013 and as a director of Matinas BioPharma since October 2012. Mr. Ferrari is the CEO and a director of Prime Acquisition Corp., a private equity fund focusing on real estate and renewable energy, a position he has held since October 2013. He is also the founder and managing member of Chestnut Hill Sciences, LLC (2004), a human and animal health care company dedicated to the development of dietary supplements, including omega-3 based products. He is the founder of Murami Pharma, Inc. (“Murami”) and has served as its CEO since its inception in 2011. Murami is a biopharmaceutical development stage company focusing on small-peptide therapeutics.  Prior to Murami, Mr. Ferrari was the CEO of Bioseutica B.V. (2008-2011), a multinational holding company comprising KD-Pharma, a leading manufacturer of omega-3-concentrates, and the leading lysozyme manufacturers Fordras and Neova Technologies, amongst others. Over the last 17 years, Mr. Ferrari was founder, common shareholder and senior executive of several multinational companies operating in the pharmaceutical, food and ingredients industries. Besides Bioseutica, these companies include Prospa B.V. (1995-2002), a multinational holding company in the pharmaceutical industry, Fordras S.A. (2002-2008), ProAparts Lda (2001-2012), and Societa Prodotti Antibiotici S.p.A., the Italian pharmaceutical company that developed and marketed polyene antifungal medications. Mr. Ferrari has served on several boards, including Ikonisys Inc., Carigent Therapeutics, Inc., The Richard B. Fisher Center for Performing Arts, and St. Simeon Lda, a private family fund. He has 25 years of experience in investing in diverse industries, including real estate, pharmaceuticals, and media and entertainment. Mr. Ferrari earned his B.A. degree in International Business Administration from the University of San Francisco. We believe Mr. Ferrari is qualified to serve on our board of directors due to his extensive expertise and experience in the development and marketing of polyene antifungal medications, his extensive contacts in the manufacturing industry related to omega-3 based products and also his M&A experience.

James S. Scibetta has served as a member of our board of directors since November 2013. Since July 2017, Mr. Scibetta has served as chief executive officer of Maverick Therapeutics, Inc., a privately-held, development stage immune-oncology company. From October 2015 through June 2017, Mr. Scibetta served as President and Chief Financial Officer of Pacira Pharmaceuticals, Inc. (NASDAQ: PCRX). Prior to that, Mr. Scibetta was the Chief Financial Officer of Pacira since 2008. Prior to joining Pacira in August 2008, he served as a consultant to Genzyme Corporation following the sale of Bioenvision Inc. (NASDAQ: BIVN) to Genzyme in 2007. From 2006 to 2007 Mr. Scibetta was CFO of Bioenvision. From 2001 to 2006, he was Executive Vice President and Chief Financial Officer of Merrimack Pharmaceuticals Inc. (NASDAQ: MACK). Mr. Scibetta has previously served on the board of directors at the following life sciences companies: Nephros Inc. (NASDAQ: NEPH), Merrimack Pharmaceuticals and Labopharm Inc. Prior to his executive management experience, Mr. Scibetta spent over a decade in investment banking where he was responsible for sourcing and executing transactions for a broad base of public and private healthcare and life sciences companies. He currently serves as a member of the board of directors and chairman of the audit committee of MonoSol Rx, Inc., a privately-held specialty pharmaceutical company. Mr. Scibetta received his Bachelor of Science in Physics from Wake Forest University and an MBA from the University of Michigan. We believe Mr. Scibetta is qualified to serve on our board of directors because of his extensive management experience in the pharmaceutical industry, his investment banking experience and his experience as a chief financial officer and audit committee member of several publicly traded companies.

Adam Stern has served as a member of our board of directors since July 2013. Mr. Stern has been the head Private Equity Banking at Aegis Capital Corp. and CEO of SternAegis Ventures since 2012 and became one of our directors in July 2013. Prior to Aegis, from 1997 to November 2012, he was with Spencer Trask Ventures, Inc., most recently as a Senior Managing Director, where he managed the structured finance group focusing primarily on the technology and life science sectors. Mr. Stern held increasingly responsible positions from 1989 to 1997 with Josephthal & Co., Inc., membersminimum bid price requirement of the New York Stock Exchange where he served as Senior Vice President and Managing Director of Private Equity Marketing. He has been a FINRA licensed securities broker since 1987 and a General Securities Principal since 1991. Mr. Stern is a director of Dance Biopharm, Inc. Mr. Stern is a former director of InVivo Therapeutics Holdings Corp. (NASDAQ Global Market: NVIV), Organovo Holdings, Inc. (NASDAQ Global Market: ONVO), LabStyle Innovations Corporation (NASDAQ Capital Market: DRIO) and PROLOR Biotech Ltd., which was sold to Opko Health, Inc. (NASDAQ Global Select: OPK) for approximately $600 million in 2013. Mr. Stern holds a Bachelor of Arts degree with honors from the University of South Florida in Tampa. We believe Mr. Stern is qualified to serve on our board of directors because of his extensive experience in corporate finance with special emphasis on the life science industries.

There are no family relationships among any of our directors or executive officers.

Vote Required

Directors will be elected by a pluralitytier of the votes cast by the holders of our common stock voting in person or by proxy at the annual meeting. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum, but will have no effect on the vote for election of directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF THE DIRECTOR NOMINEES.

- 5 -

Corporate Governance Matters

Board of Director Composition

Our board of directors currently consists of six members.We have no formal policy regarding board diversity. Our priority in selection of board members is identification of members who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business and understanding of the competitive landscape.

Board of Director Meetings

Our Board met twelve times in 2016. Each of the directors attended at least 75% of the aggregate of (i) the total number of meetings of our Board (held during the period for which such directors served on the Board) and (ii) the total number of meetings of all committees of our BoardNasdaq Stock Market on which the director served (during the periods for which the director served on such committee or committees). The Company does not have a formal policy requiring members of the Board to attend our annual meetings. Roleof Rongen and Herbert Conrad attended the 2016 Annual Meeting of Stockholders.

Director Independence

Our common stock is listed on the NYSE MKT. Our board of directors undertook a review of its composition, the composition of its committees and the independence of each director. Based on information requested from and provided by each of our directors, our board of directors has determined that Messrs. Herbert Conrad, Eric Ende, Stefano Ferrari and James Scibetta are “independent directors” as such term is definedwe may list.

In addition, in the rules of The NYSE MKT’s corporate governance requirements and Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended.

There are no family relationships among any of our directors or executive officers.

Board Committees

Our board of directors has three standing committees — an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

Audit Committee. The Audit Committee oversees and monitors our financial reporting process and internal control system, review and evaluate the audit performed by our registered independent public accountants and report to the Board any substantive issues found during the audit. The Audit Committee is directly responsible for the appointment, compensation and oversight of the work of our registered independent public accountants. The Audit Committee reviews and approves all transactions with affiliated parties. The Board adopted a written charter for the Audit Committee, which is available on our website. James Scibetta, Herbert Conrad, Eric Ende and Stefano Ferrari currently serve as members of the Audit Committee with James Scibetta, serving as its chairman. All of the members of the Audit Committee have been determinedorder to be financially literate and are considered independent directors as defined under The NYSE MKT’S listing standards and applicable SEC rules and regulations. Mr. Scibetta qualifies as an audit committee “financial expert” as that term is defined by Commission regulations.The Audit Committee met four times during 2016. Our Board has adopted an Audit Committee Charter, which is available for viewing at www.matinasbiopharma.com.

Compensation Committee. The Compensation Committee provides advice and makes recommendations to the Boardincluded in the areas of employee salaries, benefit programs and director compensation. The Compensation Committee also reviews the compensation of our executive officers, including our chief executive officer, and makes recommendations in that regard to the Board as a whole. The Board adopted a written charter for the Compensation Committee, which is available on our website. Stefano Ferrari, Herbert Conrad, Eric Ende and James Scibetta currently serve as members of the Compensation Committee, with Stefano Ferrari serving as its chairman. All of the members of the Compensation Committee are considered independent directors as defined under The NYSE MKT’s listing standards.The Compensation Committee met four times during 2016. Our Board has adopted a Compensation Committee Charter, which is available for viewing at www.matinasbiopharma.com.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee nominates individuals to be elected to the full Board by our stockholders. The Nominating and Corporate Governance Committee considers recommendations from stockholders if submitted in a timely manner in accordance with the procedures set forth in our Bylaws and applies the same criteria to all persons being considered. The Board adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our website. Herbert Conrad, Eric Ende, Stefano Ferrari and James Scibetta currently serve as members of the Nominating and Corporate Governance Committee, with Herbert Conrad serving as its chairman. All of the members of the Nominating and Corporate Governance Committee are considered independent directors as defined under The NYSE MKT’s listing standards.The Nominating and Corporate Governance Committee met four times during 2016. Our Board has adopted a Nominating and Corporate Governance Charter, which is available for viewing at www.matinasbiopharma.com.

- 6 -

Stockholder nominations for directorships

Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting their names and background to the Secretary of the Company at the address set forth below under “Stockholder Communications.” All such recommendations will be forwarded to the Nominating and Corporate Governance Committee, which will review and only consider such recommendations if appropriate biographical and other information is provided, as described below, on a timely basis. All security holder recommendations for director candidates must be received by the Company in the timeframe(s) set forth under the heading “Stockholder Proposals” below.

the name and address of record of the security holder;
a representation that the security holder is a record holder of the Company’s securities, or if the security holder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934;
the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five (5) full fiscal years of the proposed director candidate;
a description of the qualifications and background of the proposed director candidate and a representation that the proposed director candidate meets applicable independence requirements;
a description of any arrangements or understandings between the security holder and the proposed director candidate; and
the consent of the proposed director candidate to be named in the proxy statement relating to the Company’s annual meeting of stockholders and to serve as a director if elected at such annual meeting.

Assuming that appropriate information is provided for candidates recommended by stockholders, the Nominating and Corporate Governance Committee will evaluate those candidates by following substantially the same process, and applying substantially the same criteria, as for candidates submitted by members of the Board or other persons, as described above and as set forth in its written charter.

Board Leadership Structure and Role in Risk Oversight

The positions of our chairman of the board and chief executive officer are separated. Separating these positions allows our chief executive officer to focus on our day-to-day business, while allowing the chairman of the board to lead the board of directors in its fundamental role of providing advice to and independent oversight of management. Our board of directors recognizes the time, effort and energy that the chief executive officer must devote to his position in the current business environment, as well as the commitment required to serve as our chairman, particularly as the board of directors’ oversight responsibilities continue to grow. Our board of directors also believes that this structure ensures a greater role for the independent directors in the oversight of our company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our board of directors. Our board of directors believes its administration of its risk oversight function has not affected its leadership structure.

Although our bylaws do not require our chairman and chief executive officer positions to be separate, our board of directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. Our board of directors is actively involved in oversight of risks that could affect us. This oversight is conducted primarily by our full board of directors, which has responsibility for general oversight of risks, and our standing board committees.

Our board of directors satisfies this responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our company. Our board of directors believes that full and open communication between management and the board of directors is essential for effective risk management and oversight.

Stockholder Communications

The Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Absent unusual circumstances or as contemplated by committee charters, and subject to advice from legal counsel, the Secretary of the Company is primarily responsible for monitoring communications from stockholders and for providing copies or summaries of such communications to the Board as he considers appropriate.

- 7 -

Communications from stockholders will be forwarded to all directors if they relate to important substantive matters or if they include suggestions or comments that the Secretary considers to be important for the Board to know. Communication relating to corporate governance and corporate strategy are more likely to be forwarded to the Board than communications regarding personal grievances, ordinary business matters, and matters as to which the Company tends to receive repetitive or duplicative communications.

Stockholders who wish to send communications to the Board should address such communications to: The Board of Directors, Matinas BioPharma Holdings, Inc., 1545 Route 206 South, Suite 302, Bedminster, NJ 07921, Attention: Secretary.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial and accounting officer, or persons performing similar functions. A copy of the code is posted on the corporate governance section of our website, which is located atwww.matinasbiopharma.com. If we make any substantive amendments to, or grant waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website.

Executive Officers

The following table sets forth certain information regarding our current executive officers:

Name Age Position(s) Served as an
Officer 
Since
Roelof Rongen 52 Chief Executive Officer and Director 2013
Jerome Jabbour 43 President 2013
Dominick M. DiPaolo 41 Senior Vice President of Quality and Regulatory Compliance 2017
Abdel Fawzy, Ph.D 66 Executive Vice President, Pharmaceutical Development and Supply Chain 2013
Gary Gaglione, CPA 65 Vice President of Finance and Accounting and Acting Chief Financial Officer 2013
Douglas F. Kling 44 Senior Vice President for Clinical Development and Project Management 2015
Raphael J. Mannino, Ph.D 70 Senior Vice President, Chief Technology Officer 2015

Our executive officers are elected by, and serve at the discretion of, our board of directors. The business experience for the past five years, and in some instances, for prior years, of each of our executive officers is as follows:

Roelof Rongen has served as our Chief Executive Officer and one of our directors since July 2013 and as President, Chief Executive Officer a co-founder and a director of Matinas BioPharma since April 2012. He was also the Founder and Chairman of Essential Fatty Acid Therapeutics LLC, a biotech company focused on the development of innovative fatty acid derivatives. Prior to Matinas BioPharma, Mr. Rongen was Executive Vice President North American Operations for Trygg Pharma AS (subsequently named EPAX AS) (2009-2012) and Vice President of Life Cycle Management and Intellectual Property at Reliant Pharmaceuticals, Inc., or Reliant (2000-2008). While at Reliant, Mr. Rongen held various earlier positions, including head of the Omacor®/Lovaza® launch team, Executive Director of Marketing for Lescol® and Executive Director of Business Development. Prior to Reliant, Mr. Rongen was also Global Product Director for Humira® at BASF Pharma (1998-2000), later acquired by Abbott Laboratories; a consultant at The Wilkerson Group in New York (1995-1998) and Arthur D. Little in Amsterdam (1990-1993), and a Research Fellow in biochemistry at Baylor University in Texas (1989-1990). Mr. Rongen earned an MBA from Kellogg GSM at Northwestern University in Evanston, Illinois, and a graduate degree in Molecular Sciences from Wageningen University in the Netherlands.

Jerome D. Jabbour, JD became our President during March 2016. Prior to that he served as our Executive Vice President, Chief Business Officer, General Counsel and Secretary since October 2013 and as one of our directors from April 2012 until November 2013. Mr. Jabbour is also a Co-founder of Matinas BioPharma. Prior to joining our management team, he was the Executive Vice President and General Counsel of MediMedia USA, or MediMedia, from 2012 to October 2013, a privately held diversified health care services company. Prior to MediMedia, he was the Senior Vice President, Head of Global Legal Affairs of Wockhardt Limited (2008-2012) and Senior Counsel and Assistant Secretary at Reliant (2004-2008). Earlier in his career, he held positions as Commercial Counsel at Alpharma, Inc. (2003-2004) and as a Corporate Associate at Lowenstein Sandler LLP (1999-2003). Mr. Jabbour earned his J.D. from Seton Hall University School of Law in New Jersey and a B.A. in Psychology from Loyola University in Baltimore.

- 8 -

Dominick M. DiPaolo has served as our Senior Vice President of Quality and Regulatory Compliance since April 18, 2017. Previously from October 2015 until April 2017, Mr. DiPaolo served as Senior Vice President of Quality, Compliance and Regulatory Affairs at Cyalume Technologies Holdings, Inc. (OTCQB: CYLU), a diversified pharmaceutical and medical device company. Prior to Cyalume, from August 2011 until July 2015, Mr. DiPaolo served as Senior Vice President, Quality, Compliance and Regulatory Affairs at Tris Pharma, a specialty pharmaceutical company of both branded and generic products. Prior to Tris Pharma, Mr. DiPaolo served as Vice President of Quality and Regulatory for G&W Laboratories, Inc., a niche pharmaceutical company. Earlier in his career, he held various senior quality positions at Barr Laboratories, Pfizer Inc., Novartis, Hoffmann-La Roche and Johnson & Johnson. Mr. DiPaolo is both a Certified Quality Engineer (“CQE”) as well as a Certified Quality Auditor (“CQA”) from the American Society for Quality. Mr. DiPaolo earned his B.S. in Biotechnology and Microbiology from Rutgers University in New Brunswick, New Jersey and completed his graduate course work in Microbiology at Seton Hall University in South Orange, New Jersey.

Abdel A. Fawzy, PhD has served as our Executive Vice President for Pharmaceutical and Supply Chain Development since July 2013 and as Executive Vice President for Pharmaceutical and Supply Chain Development of Matinas BioPharma since August 2011. Dr. Fawzy is a Co-Founder of Matinas BioPharma. Prior to Matinas BioPharma, Dr. Fawzy was a founder of expert consulting firm DeMelle BioPharma (2008-2012) and Executive Director Pharmaceutical Development at Reliant, from 2000 to 2008. Earlier in his career, Dr. Fawzy held pharmaceutical development positions at Ascent Pharmaceuticals, Inc. (1994-2000), DuPont (1990-1994) and Squibb Marsam Pharmaceuticals (1989-1990). He is the inventor on 15 published patents and patent applications all related to the healthbiotechnology and pharmaceutical developmenttrading indices and manufacturing processes. Dr. Fawzy received his Ph.D. in Pharmaceutical Technology from Tuebingen University in Germany, a Pharmacy degree from Temple University in Philadelphia, Pennsylvania, and a MS in Pharmaceutical Technology from the Cairo School of Pharmacy in Egypt.

Gary Gaglione, CPA has served asexchange-traded funds (ETFs), our Acting Chief Financial Officer, Vice President of Finance & Accounting since April 2013. Prior to joining us as a full time employee, Mr. Gaglione was President of MCM Consulting LLC from 2011 until October 2013. Prior to MCM Consulting, Mr. Gaglione was Senior Director of Finance at Shionogi USA, Inc. (2011). In 2009 and 2010, he was Vice President of Finance and Controller for Phytomedics, Inc. Prior to Phytomedics, he was Controller for ProStrakan Inc.’s U.S. operations. From 2001 to 2008, Mr. Gaglione was an Executive Director at Reliant, initially as head of Planning, Budgets and Analysis, then, from 2006 on, as head of Internal Audit and Sarbanes Oxley Compliance in preparation for a potential Reliant initial public offering. Before Reliant, he held numerous finance positions of increasing responsibility at the U.S. subsidiary of Hoffmann-La Roche Inc. (1976-2001),stock must meet certain eligibility requirements, including, Vice President of R&D Finance (1997-2001). He started his finance career at KPMG LLP (1974-1976). Mr. Gaglione earned a B.S. degree in Business Administration with a major in Accounting from Villanova University and an MBA in Finance from Seton Hall University.

Douglas F. Kling has served as our Senior Vice President for Clinical Development since March 12, 2015. Prior to Matinas, Mr. Kling held various positions at Omthera Pharmaceuticals, Inc. (acquired by AstraZeneca PLC in 2013) from August 2010 to December 2014, most recently as Senior Vice President of Clinical Development and Project Management. Prior to that, Mr. Kling served as Senior Director, Project Management at Shionogi USA Inc. (July 2009 to July 2010), as Senior Director, Program Management at The Medicines Company (April 2008 to July 2009) and in a variety of positions at Reliant (November 2000 to March 2008), most recently as Director, R&D Project Management. Mr. Kling earned his B.S. in biological sciences from Duke University and his M.B.A. from Rutgers Business School.

Raphael J. Mannino has served as our Senior Vice President and Chief Scientific Officer since September 2015. From 1990 until August 2015, Dr. Mannino was an Associate Professor of Pathology and Laboratory Medicine at Rutgers University, New Jersey Medical School. Dr. Mannino founded BioDelivery Sciences, Inc., and served as its President, Chief Executive Officer and Chief Scientific Officer and a member of its Board of Directors from 1995 to 2000, when it was acquired by BioDelivery Sciences International, Inc. (NASDAQ: BDSI). Dr. Mannino served as BDSI’s Executive Vice President and Chief Scientific Officer from 2001 to 2009 and a member of its Board of Directors from 2000 to 2007. Dr. Mannino’s previous experience includes positions as Assistant, then Associate Professor, Albany Medical College (1980 to 1990), and Instructor then Assistant Professor, Rutgers Medical School (1977 to 1980). His postdoctoral training was from 1973 to 1976 at the Biocenter in Basel, Switzerland. Dr. Mannino received his Ph.D. in Biological Chemistry in 1973 from the Johns Hopkins University, School of Medicine.

- 9 -

EXECUTIVE COMPENSATION

Summary Compensation Table – 2016

The following table presents information regarding the total compensation awarded to, earned by, or paid to our chief executive officer and the two most highly-compensated executive officers (other than the chief executive officer) who were serving as executive officers as of December 31, 2016 for services rendered in all capacities to us for the years ended December 31, 2016 and December 31, 2015. These individuals are our named executive officers for 2016.

Name and Principal Position Year Salary
($)		 Bonus
($)		 Option
Awards(1)
($)		 All Other
Compensation
($)		 Total
($)
Roelof Rongen  2016   283,750   160,000   116,250   —     560,000 
Chief Executive Officer  2015   300,000   132,000   101,638       533,638 
Douglas F. Kling  2016   236,458   100,000   62,000   —     398,458 
Senior Vice President, Clinical Development & Project Management  2015   198,840   —     145,602   —     344,442 
Jerome D. Jabbour,President  2016   282,804   90,000   108,500   —     481,304 
   2015   293,000   90,750   59,289   —     443,039 

___________

(1)Amounts reflect the grant date fair value of option awards granted in 2016 and 2015 in accordance with Accounting Standards Codification Topic 718. These amounts do not correspond to the actual value that will be recognized by the named executive officers.

Narrative Disclosure to Summary Compensation Table

Employment Agreements with Our Named Executive Officers

Rongen

On July 30, 2013 we entered into an employment agreement with Mr. Rongen for a period of three years. Under the terms of Mr. Rongen’s employment agreement, he received a signing bonus of $150,000 and will receive a base salary of $300,000 per year. In addition, Mr. Rongen will also be eligible to receive an annual bonus, which is targeted at 40% of his base salary but which may be adjusted by our Compensation Committee based on his individual performance and our performance as a whole. Mr. Rongen may also be eligible to receive option grants at the discretion of our Compensation Committee. In October 2013, Mr. Rongen received a grant of 350,000 options at an exercise price of $0.94 per share. The options vest in equal monthly installments over three years from August 1, 2013. If we terminate Mr. Rongen’s employment without cause or Mr. Rongen resigns with good reason, we are required to pay him a severance of up to twelve months of his base salary plus benefits. In addition, the vesting of his outstanding options will be accelerated by six months upon such termination. If we terminate Mr. Rongen’s employment without cause during the 24 month period immediately following a change of control or Mr. Rongen resigns with good reason during the 24 month period immediately following a change of control, we are required to pay him a severance of up to eighteen months of his base salary and his target annual bonus plus benefits. In addition, his outstanding options would vest in full upon such termination. Mr. Rongen’s employment agreement provides for an increase in base salary of $50,000 annually, upon a future closing of an additional round of financing of at least $15 million and the initiation of the first Phase III study of MAT9001. Mr. Rongen will also be subject to a customary non-disclosure agreement, pursuant to which Mr. Rongen has agreed to be subject to a non-compete during the term of his employment and for a period of eighteen months following termination of his employment. As part of our cost reduction measures, we have entered into a letter agreement with Mr. Rongen effective as of April 1, 2016 that provides for, among other things, a 10%minimum daily trading volume and bid price standards. As noted above, we believe that the reduction in base salary through December 31, 2016the number of issued and a requirement that the executive contribute 20% of the applicable premium cost for healthcare coverage under the Company’s group health plan. The letter agreement also provides that for purposes of calculating any severance payments, the base salary will be the base salary prior to such temporary reduction and therefore the temporary reduction in base salary will not impact the amounts that would be paid to the executive if his employment was terminated. Effective October 1, 2016, the Board restated Mr. Rongen’s salary to its level prior to the 10% reduction.

On February 21, 2017, the Compensation Committee of the Board approved for Mr. Rongen an annual salary of $400,000 effective March 1, 2017 and target bonus of 50%. On March 27, 2017, Matinas BioPharma Holdings, Inc. (the “Company”) entered into a new employment agreement with its chief executive officer, Roelof Rongen, with the terms effective as of March 1, 2017. Under the terms of Mr. Rongen’s employment agreement, he will receive a base salary of $400,000 per year, subject to periodic adjustments as determined by our Board or Compensation Committee. In addition, Mr. Rongen will also be eligible to receive an annual bonus, which is targeted at 50% of his base salary based on his individual performance and our performance as a whole, however the achievement of the performance criteria will be determined by our Board or Compensation Committee. Mr. Rongen received an annual bonus of $160,000 for his performance during fiscal 2016. Mr. Rongen may also be eligible to receive option grants or other equity awards at the discretion of our Compensation Committee. In February 2017, Mr. Rongen received a grant of 600,000 options to purchaseoutstanding shares of our common stock at an exercisecaused by the reverse stock split, together with the anticipated increased stock price immediately following and resulting from the reverse stock split, should, absent other factors, assist in meeting such requirements. However, we cannot provide any assurance that we will meet any such index or ETF standards or that our common stock will ever be included in any such indices or ETFs following the reverse stock split.

Even if this proposal is approved, the Board will have complete discretion as to whether or not to consummate the reverse stock split and the specific ratio to be used. We cannot assure you that all or any of the anticipated beneficial effects on the trading market for our common stock will occur. The Board cannot predict with certainty what effect the reverse stock split will have on the market price of $3.32 per share. The options vestour common stock, particularly over the longer term. Some investors may view a reverse stock split negatively, which could result in equal monthly installments over three years. If we terminate Mr. Rongen’s employment without causea decrease in our market capitalization. Additionally, any improvement in liquidity due to increased institutional or Mr. Rongen resigns with good reason,

- 10 -
brokerage interest or lower trading commissions may be offset by the lower number of outstanding shares. In addition, investors might consider the increased proportion of unissued authorized shares to issued shares to have an anti-takeover effect under certain circumstances because the proportion allows for dilutive issuances.
Determination of Ratio

subject to Mr. Rongen’s execution

In determining the reverse stock split ratio, the Board will consider numerous factors, including:
the historical and non-revocationprojected performance of our common stock;
prevailing market conditions;
general economic and other related conditions prevailing in our industry and in the marketplace;
the projected impact of the reverse stock split ratio on trading liquidity in our common stock;
our capitalization (including the number of shares of our common stock issued and outstanding);
the prevailing trading price for our common stock and the volume level thereof; and
potential devaluation of our market capitalization as a result of a release and compliance with any post-termination obligations owedreverse stock split.
Principal Effects of the Reverse Stock Split
A reverse stock split refers to us, we are required to pay him a severancereduction in the number of up to twelve months of his base salary, in effect on the date of termination, plus COBRA payments for twelve months. In addition, the vesting of his outstanding options, and any other outstanding equity held by him at the time of his termination, will be accelerated by six months upon such termination. If we terminate Mr. Rongen’s employment without cause during the 24 month period immediately following a change of control or Mr. Rongen resigns with good reason during the 24 month period immediately following a change of control, subject to Mr. Rongen’s execution and non-revocationshares of a release and compliance with any post-termination obligations owed to us, we are required to pay himclass of a severance of up to eighteen months of his base salary, in effect on the date of termination, and his target annual bonus for the year in which the termination occurs plus COBRA payments for eighteen months. In addition, his outstanding options and any other outstanding equity held by him at the time of his termination, would vest in full upon such termination. Mr. Rongen is also subject to a customary non-disclosure agreement, pursuant to which Mr. Rongen has agreed to be subject to a non-compete and non-solicit covenant during the term of his employment and for a period of eighteen months following termination of his employment.

Kling

On March 12, 2015 we entered into an employment agreement with Mr. Kling for a period of three years. Under the terms of Mr. Kling’s employment agreement, upon signing the agreement he received a grant of 350,000 options and he will receive a base salary of $250,000 per year. In addition, Mr. Kling will also be eligible to receive an annual bonus, which is targeted at 30% of his base salary butcorporation’s capital stock, which may be adjustedaccomplished, as in this case, by reclassifying and combining all of our Compensation Committee based on his individual performanceoutstanding shares of common stock into a proportionately smaller number of shares. After the effective date of the proposed reverse stock split, each stockholder will own a reduced number of shares of common stock. For example, if the Board decides to implement the 1-for-4 reverse stock split, then a stockholder holding 10,000 shares of our common stock before the reverse stock split would instead hold 2,500 shares of our common stock immediately after the reverse stock split. However, the proposed reverse stock split will affect all stockholders uniformly and will not affect any stockholder’s percentage ownership interest in our performancecompany (except to the extent that the reverse stock split would result in any stockholders receiving cash in lieu of fractional shares) or proportionate voting power as a whole. Mr. Klingdescribed below. All shares of common stock will also be eligible to receive option grants at the discretion of our Compensation Committee. In February 2016, Mr. Kling received a grant of 200,000 options at an exercise price of $0.43 per share. remain validly issued, fully paid and non-assessable.

5
The options vest in equal monthly installments over three years from February 2016. If we terminate Mr. Kling’s employment without cause or Mr. Kling resigns with good reason, we are required to pay him a severance of up to nine months of his base salary plus benefits. In addition, the vesting of his outstanding options will be accelerated by six months upon such termination. If we terminate Mr. Kling’s employment without cause during the 24 month period immediately following a change of control or Mr. Kling resigns with good reason during the 24 month period immediately following a change of control, we are required to pay him a severance of up to eighteen months of his base salary and his target annual bonus plus benefits. In addition, his outstanding options would vest in full upon such termination. Mr. Klingproposed reverse stock split will also be subject to a customary non-disclosure agreement, pursuant to which Mr. Kling has agreed to be subject to a non-compete during the term of his employment and for a period of eighteen months following termination of his employment. As part of our cost reduction measures, we have entered into a letter agreement with Mr. Kling effective as of April 1, 2016 that provides for, among other things, a 10% reduction in base salary through December 31, 2016 and a requirement that the executive contribute 20% of the applicable premium cost for healthcare coverage under the Company’s group health plan. The letter agreement also provides that for purposes of calculating any severance payments, the base salary will be the base salary prior to such temporary reduction and therefore the temporary reduction in base salary will not impact the amounts that would be paid to the executive if his employment was terminated. Effective October 1, 2016, the Board restated Mr. Kling’s salary to its level prior to the 10% reduction.

On February 21, 2017, the Compensation Committee of the Board approved for Mr. Kling an annual salary of $ 290,000 effective March 1, 2017 and target bonus of 30%.

Jabbour

On September 3, 2013, we entered into an employment agreement with Mr. Jabbour for a period of three years, which was effective as of October 4, 2013. Under the terms of Mr. Jabbour’s employment agreement, Mr. Jabbour received a signing bonus of $75,000 and will receive a base salary of $275,000 per year. In addition, Mr. Jabbour will also be eligible to receive an annual bonus, which is targeted at 30% of his base salary but which may be adjusted by our Compensation Committee based on his individual performance and our performance as a whole. Mr. Jabbour will also be eligible to receive option grants at the discretion of our Compensation Committee. On October 4, 2013, Mr. Jabbour received a grant of 200,000 options at an exercise of $0.94 per share. The options will vest in equal monthly installments over three years from the date of grant. Mr. Jabbour also received a grant of 150,000 at an exercise price of $0.94 per share, which vests in equal monthly installments over three years beginning on August 1, 2013. If we terminate Mr. Jabbour’s employment without cause or Mr. Jabbour resigns with good reason, we are required to pay him a severance of up to nine months of his base salary plus benefits. In addition, the vesting of his outstanding options will be accelerated by six months upon such termination. If we terminate Mr. Jabbour’s employment without cause during the 24 month period immediately following a change of control or Mr. Jabbour resigns with good reason during the 24 month period immediately following a change of control, we are required to pay him a severance of up to eighteen months of his base salary and his target annual bonus plus benefits. In addition, his outstanding options would vest in full upon such termination. Mr. Jabbour’s employment agreement provides for an increase in base salary of $50,000 annually, upon the closing of an additional round of financing of at least $15 million and the initiation of the first Phase III study of MAT9001. Mr. Jabbour will also be subject to a customary non-disclosure agreement, pursuant to which Mr. Jabbour has agreed to be subject to a non-compete during the term of his employment and for a period of eighteen months following termination of his employment. As part of our cost reduction measures, we have entered into a letter agreement with Mr. Jabbour effective as of April 1, 2016 that provides for, among other things, a 10% reduction in base salary through December 31, 2016 and a requirement that the executive contribute 20% of the applicable premium cost for healthcare coverage under the Company’s group health plan. The letter agreement also provides that for purposes of calculating any severance payments, the base

- 11 -

salary will be the base salary prior to such temporary reduction and therefore the temporary reduction in base salary will not impact the amounts that would be paid to the executive if his employment was terminated. Effective October 1, 2016, the Board restated Mr. Jabbour’s salary to its level prior to the 10% salary reduction.

Outstanding Equity Awards at Fiscal Year-End Table – 2016

The following table summarizes, for each of the named executive officers,reduce the number of shares of common stock underlying outstanding stock options held as of December 31, 2016.

  Option Awards
Name Number of
securities
underlying
unexercised
options (#)
exercisable		 Number of
securities
underlying
unexercised
options (#)
unexercisable		 Option
exercise
price ($)		 Option
expiration
date
Roelof Rongen  114,593   260,408  $0.43  Feb. 14, 2026
   200,016   99,984   0.41  Jan. 27, 2025
   350,000   0  $1.28  July 20, 2024
   350,000   0  $0.94  October 2, 2023
               
Doug Kling  61,116   138,884  $0.43  Feb. 14, 2026
   213,906   136,094  $.52  Mar. 11, 2025
               
Jerome D. Jabbour  106,953   243,047  $0.43  Feb. 14, 2026
   116,676   58,324   0.41  Jan. 27, 2025
   350,000   0  $1.28  July 20, 2024
   350,000   0  $0.94  October 3, 2023

reserved for future awards under our Amended and Restated 2013 Equity Compensation Plan

General

On August 2, 2013, our BoardPlan. The per share exercise price of Directors adopted the 2013 Equity Compensation Plan pursuant to the terms described herein. The 2013 Equity Compensation Plan was approved by the stockholders on August 7, 2013. Effective May 8, 2014, upon the approval of our Board of Directorsall outstanding option awards will be increased proportionately and our stockholders, we amended and restated our 2013 Equity Compensation Plan, primarily to include “evergreen” provisions, which state provide that number of shares of common stock available for issuance under the Plan is subject to an automatic annual increase on January 1 of each year beginning in 2015 equal to 4% of the number of shares of common stock issuable upon the exercise of all outstanding on December 31option awards will be reduced proportionately. These adjustments will result in approximately the same aggregate exercise price being required to be paid for all outstanding option awards upon exercise, although the aggregate number of shares issuable upon exercise of such option awards will be reduced proportionately following the preceding calendar year or a lesserreverse stock split. The number of shares of outstanding restricted stock subject to outstanding awards will be reduced proportionately.

The proposed reverse stock split will also reduce the number of shares of common stock determined by the Board of Directors; to amend the definition of “fair market value”; and to increase the limits on awards under the Plan. The 2013 Equity Compensation Plan, as amended and restated, is referred to herein as the “2013 Plan.”

The general purpose of the 2013 Plan is to provide an incentive to our employees, directors, consultants and advisors by enabling them to share in the future growthissued upon a conversion of our business. Our Board of Directors believes thatSeries B Preferred Stock. The conversion price applicable to the granting of stock options, restricted stock awards, unrestricted stock awards and similar kinds of equity-based compensation promotes continuity of management and increases incentive and personal interest in the welfare of our Company by those who are primarily responsible for shaping and carrying out our long range plans and securing our growth and financial success.

Our Board of Directors believes that the 2013 Plan will advance our interests by enhancing our ability to (a) attract and retain employees, consultants, directors and advisors who are in a position to make significant contributions to our success; (b) reward our employees, consultants, directors and advisors for these contributions; and (c) encourage employees, consultants, directors and advisors to take into account our long-term interests through ownership of our shares.

Description of the 2013 Equity Compensation Plan

The following description of the principal terms of the 2013 Plan is a summary and is qualified in its entirety by the full text of the 2013 Plan, which is filed as Exhibit 10.5 to our annual report on Form 10-K for the year that ended December 31, 2016.

Administration.The 2013 PlanSeries B Preferred Stock will be administered by the Compensation Committee of our Board of Directors, provided that the entire Board of Directors may act in lieu of the Compensation Committee on any matter, subject to certain requirements set forth in the 2013 Plan. The Compensation Committee may grant options to purchase shares of our common stock, stock appreciation rights, stock units, restricted shares of our common stock, performance shares, performance units, incentive bonus awards, other cash-based awards and other stock-based awards. The Compensation Committee also has broad authority to determine the terms and

- 12 -

conditions of each option or other kind of award, and adopt, amend and rescind rules and regulations for the administration of the 2013 Plan. Subject to applicable law, the Compensation Committee may authorize one or more reporting persons (as defined in the 2013 Plan) or other officers to make awards (other than awards to reporting persons, or other officers whom the Compensation Committee has specifically authorized to make awards). No awards may be granted under the 2013 Plan on or after the ten year anniversary of the adoption of the 2013 Plan by our Board of Directors, but awards granted prior to such tenth anniversary may extend beyond that date.

Eligibility.Awards may be granted under the 2013 Plan to any person who is an employee, officer, director, consultant, advisor or other individual service provider of the Company or any subsidiary, or any person who is determined by the Compensation Committee to be a prospective employee, officer, director, consultant, advisor or other individual service provider of the Company or any subsidiary.

Shares Subject to the 2013 Plan. As of March 22, 2017increased proportionately, which will reduce the aggregate number of shares of common stock available for issuance in connectionissuable upon any such conversion or redemption proportionately with awards granted under the 2013 Plan is 14,155,292 shares, subjectreduction to customary adjustments for stock splits, stock dividends or similar transactions (the “Initial Limit”). Incentive Stock Options may be granted under the 2013 Plan with respect to all of those shares. The number of shares of common stock available for issuance under the 2013 Plan will automatically increase on January 1st of each year for a period of ten years, commencing on January 1, 2015, in an amount equal to four percent (4%) of the total number of shares of outstanding common stock.

We are currently authorized to issue up to 500,000,000 shares of common stock, par value $0.0001 per share, of which 199,641,758 shares were issued and outstanding onas of December 31st15, 2020, and 10,000,000 shares of preferred stock, par value $0.0001 per share, of which 4,366 shares of Series B Preferred Stock were issued and outstanding as of December 15, 2020. If we effect the preceding calendar year (the “Annual Increase”). Notwithstandingproposed reverse stock split and file the foregoing,Reverse Split Amendment, the Board of Directors may act prior to the first day of any calendar year, to provide that there shall be no increase in the share reserve for such calendar year or that the Annual Increase in the share reserve for such calendar year shall be a lesser number of shares of our authorized common stock than would otherwise occur pursuant towill remain unchanged and the preceding sentence. The number of shares of our authorized preferred stock will remain unchanged. The Reverse Split Amendment will also not affect the par value of our common stock, which, may be issued in respectwill remain at $0.0001 per share, or our preferred stock, which will remain at $0.0001 per share.
Because implementation of Incentive Stock Options is equalthe reverse stock split would not change the total number of shares of our common stock authorized for issuance, the number of shares of our common stock available for issuance following the implementation of the reverse stock split would increase to the Current Limit,extent the reverse stock split reduces the number of outstanding shares of our common stock. Accordingly, the reverse stock split would provide us with additional authorized, unissued and will be increasedotherwise unreserved shares available for future corporate purposes, including future acquisitions, investment opportunities, the establishment of collaboration or other strategic agreements, capital raising transactions involving equity or convertible debt securities, future at the market offerings of common stock, or issuance under current or future employee equity plans. The issuance of equity securities in connection with such transactions may result in potentially significant dilution of our current stockholders’ ownership interests in us.
6
The following table contains approximate information relating to our common stock immediately following the reverse stock split under certain possible exchange ratios, based on each January 1, byshare information as of December 15, 2020. All share numbers are rounded down to the Annual Increasenearest whole share but otherwise do not reflect the potential effect of rounding down for such calendar year.

Tofractional shares that may result from the extent that any award underreverse stock split.

 
​​
Pre-Reverse
Split
​​
1-for-2
​​
1-for-5
​​
1-for-10
​​
1-for-15
Number of authorized shares of Common Stock
​​
500,000,000
​​
500,000,000
​​
500,000,000
​​
500,000,000
​​
500,000,000
Number of outstanding shares of common stock
​​
199,641,758
​​
99,820,879
​​
39,928,352
​​
19,964,176
​​
13,309,451
Number of shares of common stock issuable upon exercise of outstanding stock options
​​
23,022,938
​​
11,511,469
​​
4,604,588
​​
2,302,294
​​
1,534,863
Number of shares of Common Stock issuable upon exercise of outstanding warrants
​​
1,327,810
​​
663,905
​​
265,562
​​
132,781
​​
88,521
Number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock
​​
8,732,000
​​
4,366,000
​​
1,746,400
​​
873,200
​​
582,133
Number of shares of Common Stock reserved for issuance in connection with future awards under the Company’s Amended and Restated 2013 Equity Compensation Plan
​​
3,009,734
​​
1,504,867
​​
601,947
​​
300,973
​​
200,649
Number of shares of Common Stock authorized, but unissued and unreserved
​​
264,265,760
​​
382,132,880
​​
452,853,151
​​
476,426,576
​​
484,284,384
In addition, the 2013 Plan payable inreverse stock split may increase the number of stockholders who own odd lots (less than 100 shares). Any stockholder who owns fewer than 200 to 1,500 shares of common stock, is forfeited, cancelled, returneddepending on the final ratio, prior to the Company for failure to satisfy vesting requirements or upon the occurrence of other forfeiture events, or otherwise terminates without payment being made thereunder, thereverse stock split will own fewer than 100 shares of common stock covered thereby will be available for future grants underfollowing the 2013 Plan. Sharesreverse stock split. Stockholders who hold odd lots typically experience an increase in the cost of selling their shares and may have greater difficulty in effecting sales. Furthermore, some stockholders may cease being stockholders of our Company following the reverse stock split. Any stockholder who owns fewer than 2 to 15 shares of common stock, depending on the final ratio, prior to the reverse stock split will own less than one share of common stock following the reverse stock split and therefore such stockholder will receive cash equal to the market value of such fractional share and cease being a stockholder of our Company, as further described below under “Treatment of Fractional Shares”. Although the number of our outstanding shares of common stock would decrease as a result of the reverse stock split, the Board does not intend to use the reverse stock split as a part of, or a first step in, a “going private” transaction within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). There is no plan or contemplated plan by our Company to take itself private as of the date of this Proxy Statement.
Our common stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The proposed reverse stock split will not affect the registration of our common stock under the Exchange Act. If the proposed reverse stock split is implemented, our common stock will continue to be reported on the NYSE American under the symbol “MTNB”.
Certain Risks Associated with the Reverse Stock Split
Before voting on the Reverse Stock Split Proposal, you should consider the following risks associated with the implementation of the reverse stock split:
Although we expect that the reverse stock split will result in an increase in the market price of our common stock, we cannot assure you that the reverse stock split, if implemented, will increase the market price of our common stock in proportion to the reduction in the number of shares of our common stock outstanding or result in a permanent increase in the market price. Accordingly, the total market capitalization of our
7
common stock after the proposed reverse stock split may be lower than the total market capitalization before the proposed reverse stock split and, in the future, the market price of our common stock following the reverse stock split may not exceed or remain higher than the market price prior to the proposed reverse stock split.
The effect the reverse stock split may have upon the market price of our common stock cannot be predicted with any certainty, and the history of similar reverse stock splits for companies in similar circumstances to ours is varied. The market price of our common stock is dependent on many factors, including our business and financial performance, general market conditions, prospects for future success and other factors detailed from time to time in the reports we file with the SEC. If the reverse stock split is implemented and the market price of our common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the reverse stock split.
The reverse stock split may result in some stockholders owning “odd lots” of less than 100 shares of our common stock on a post-split basis. These odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than shares in “round lots” of even multiples of 100 shares.
While the Board believes that a higher stock price may help generate investor interest, there can be no assurance that the reverse stock split will result in a per share price that will attract institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of our common stock may not necessarily improve.
Although the Board believes that the decrease in the number of shares of our common stock outstanding as a consequence of the reverse stock split and the anticipated increase in the market price of our common stock could encourage interest in our common stock and possibly promote greater liquidity for our stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the reverse stock split.
Furthermore, because implementation of the reverse stock split would not change the total number of shares of our common stock authorized for issuance, the number of shares of our common stock available for issuance following the implementation of the reverse stock split would increase to the extent the reverse stock split reduces the number of outstanding shares of our common stock. Such available shares may be used for future corporate purposes, including future acquisitions, investment opportunities, the establishment of collaboration or other strategic agreements, capital raising transactions involving equity or convertible debt securities, future at the market offerings of common stock, or issuance under current or future employee equity plans, and the issuance of equity securities in connection with such transactions may result in potentially significant dilution of our current stockholders’ ownership interests in us.
Treatment of Fractional Shares
Stockholders will not receive fractional post-reverse stock split shares in connection with the reverse stock split. Instead, we will pay to each registered stockholder, in cash, the value of any fractional share interest in our common stock arising from the reverse stock split. Those registered stockholders who hold their shares in certificate form will receive a cash payment for their fractional interest, if applicable, following the surrender of their pre-reverse stock split stock certificates for post-reverse stock split shares. The cash payment would equal the fraction to which the stockholder would otherwise be entitled multiplied by the closing sales price of the common stock as reported on the NYSE (or other market on which our common stock is listed), as of the effective date of the reverse stock split. This cash payment may be subject to applicable U.S. federal, state and local income tax.
No transaction costs will be assessed on stockholders for the cash payment. Stockholders will not be entitled to receive interest for the period of time between the effective date of the reverse stock split and the date payment is made for their fractional share interest in our common stock. You should also be aware that, under the escheat laws of certain jurisdictions, sums due for fractional interests that are not timely claimed after the funds are made available may be required to be paid to the designated agent for each such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds may have to obtain the funds directly from the state to which they were paid.
8
If you believe that you may not hold sufficient shares of our common stock at the effective date of the reverse stock split to receive at least one share in the reverse stock split and you want to continue to hold our common stock after the split, you may do so by either:
purchasing a sufficient number of shares of our common stock; or
if you have shares of common stock in more than one account, consolidating your accounts, so that in each case you hold a number of shares of our common stock in each of your accounts prior to the reverse stock split that would entitle you to receive at least one share of our common stock on a post-reverse stock split basis. Common stock held in registered form (that is, shares held by you in your own name on our share register maintained by its transfer agent) and common stock held in “street name” (that is, shares held by you through a bank, broker or other nominee) for the same investor would be considered held in separate accounts and would not be aggregated when implementing the reverse stock split. Also, shares of common stock held in registered form but in separate accounts by the same investor would not be aggregated when implementing the reverse stock split.
After the reverse stock split, then-current stockholders would have been issued upon the exercise of a stock option orno further interest in paymentus with respect to their fractional shares. A person otherwise entitled to a fractional share interest would not have any voting, dividend or other formrights in respect of award, that are surrendered inhis or her fractional interest except to receive the cash payment or partial paymentas described above. Such cash payments would reduce the number of taxes required to be withheld with respectpost-split stockholders to the exerciseextent that there are stockholders holding fewer than that number of such stock optionpre-split shares within the exchange ratio that is determined by the Board as described above. Reducing the number of post-split stockholders, however, is not the purpose of this proposal or the makingreverse stock split.
Effect on Beneficial Stockholders
Stockholders holding our common stock through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the reverse stock split than those that would be put in place by us for registered stockholders that hold such shares directly, and their procedures may result, for example, in differences in the precise cash amounts being paid by such nominees in lieu of a fractional share. If you hold your shares with such a bank, broker or other nominee and if you have questions in this regard, you are encouraged to contact your bank, broker or nominee.
Effect on Registered Certificated Shares
Some registered stockholders may hold their shares of common stock in certificate form or a combination of certificate and book-entry form. If any of your shares of our common stock are held in certificate form, you will receive a letter of transmittal from our transfer agent as soon as practicable after the effective date of the reverse stock split. The letter of transmittal will contain instructions on how to surrender your certificate(s) representing your presplit shares to the transfer agent. Upon receipt of your properly completed and executed letter of transmittal and your stock certificate(s), you will be issued the appropriate number of shares either in certificate form or electronically in book-entry form under the direct registration system. If you are entitled to a payment in lieu of any fractional share interest, payment will also be availablemade as described above under “Treatment of Fractional Shares.” No new stock certificates or payments in lieu of fractional shares will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the transfer agent.
Beginning on the effective date of the reverse stock split, each certificate representing pre-reverse stock split shares will be deemed for future grantsall corporate purposes to evidence ownership of post-reverse stock split shares.
STOCKHOLDERS SHOULD NOT DESTROY ANY PRE-SPLIT STOCK CERTIFICATES AND SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL THEY ARE REQUESTED TO DO SO.
9
Effect on Registered Book-Entry Holders
Our registered stockholders may hold some or all of their shares electronically in book-entry form under the 2013 Plan.

Termsdirect registration system for securities. These stockholders will not have stock certificates evidencing their ownership of our common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts.

If you hold shares in a book-entry form, you do not need to take any action to receive your post-split shares or your cash payment in lieu of any fractional share interest, if applicable. If you are entitled to post-split shares, a transaction statement will automatically be sent to your address of record indicating the number of shares you hold.
If you are entitled to a payment in lieu of any fractional share interest, a check will be mailed to you at your registered address as soon as practicable after our transfer agent completes the aggregation and Conditionssale described above in “Treatment of Options.Options granted underFractional Shares.” By signing and cashing this check, you will warrant that you owned the 2013 Planshares for which you receive a cash payment.
Procedure for Effecting the Reverse Stock Split
If our stockholders approve this proposal, and the Board elects to effect the reverse stock split, we will affect the reverse stock split by filing the Reverse Split Amendment with the Secretary of State of the State of Delaware. The reverse stock split will become effective, and the combination of, and reduction in, the number of our outstanding shares as a result of the reverse stock split will occur automatically, at the effective time set forth in the Reverse Split Amendment, without any action on the part of our stockholders and without regard to the date that stock certificates representing any certificated shares prior to the reverse stock split are physically surrendered for new stock certificates. Beginning at the effective time of the reverse stock split, each certificate representing pre-reverse stock split shares will be deemed for all corporate purposes to evidence ownership of post-reverse stock split shares. The text of the Reverse Split Amendment is subject to modification to include such changes as may be either “incentiverequired by the office of the Secretary of State of the State of Delaware and as the Board deems necessary and advisable to effect the reverse stock options”split.
The Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the reverse stock split if, at any time prior to filing the Reverse Split Amendment, the Board, in its sole discretion, determines that are intendedit is no longer in the best interests of us and our stockholders to meetproceed with the requirements of Section 422reverse stock split. By voting in favor of the reverse stock split, you are expressly also authorizing the Board to delay (until January 26, 2022) or abandon the reverse stock split. If the Reverse Split Amendment has not been filed with the Secretary of State of the State of Delaware by the close of business on January 26, 2022, the Board will abandon the reverse stock split.
Material U.S. Federal Income Tax Consequences of the Reverse Stock Split
The following is a summary of important U.S. federal income tax considerations of the reverse stock split. This discussion is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated under the Code, and U.S. administrative rulings and court decisions, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect, and differing interpretations. Changes in these authorities may cause the U.S. federal income tax consequences of the reverse stock split to vary substantially from the consequences summarized below.
This discussion only addresses stockholders who hold our common stock as capital assets. It does not purport to be complete and does not address stockholders subject to special rules, such as financial institutions, tax-exempt organizations, insurance companies, dealers in securities, foreign stockholders, stockholders who hold their pre-reverse stock split shares as part of a straddle, hedge or “nonqualifiedconversion transaction, and stockholders who acquired their pre-reverse stock options” that dosplit shares pursuant to the exercise of employee stock options or otherwise as compensation. It does not meetaddress tax considerations under state, local, foreign and other laws. The tax treatment of a stockholder may vary depending upon the requirementsparticular facts and circumstances of such stockholder. Each stockholder is urged to consult with such stockholder’s own tax advisor with respect to the individual federal, state, local and foreign tax consequences of the reverse stock split to him, her or it.
10
The reverse stock split is intended to constitute a reorganization within the meaning of Section 422368(a)(1)(E) of the Code. Assuming the reverse stock split qualifies as reorganization, a stockholder generally will not recognize gain or loss on the reverse stock split, except to the extent of cash, if any, received in lieu of a fractional share interest. The Compensation Committeeaggregate tax basis of the post-reverse stock split shares received will determinebe equal to the exercise priceaggregate tax basis of options granted under the 2013 Plan.pre-reverse stock split shares exchanged therefor (excluding any portion of the holder’s basis allocated to fractional shares), and the holding period of the post-reverse stock split shares received will include the holding period of the pre-reverse stock split shares exchanged.
A holder of the pre-reverse stock split shares who receives cash will generally be treated as having exchanged a fractional share interest for cash in a redemption by us. The exercise priceamount of any gain or loss will be equal to the difference between the portion of the tax basis of the pre-reverse stock optionssplit shares allocated to the fractional share interest and the cash received and generally should be capital gain or loss and generally would be a long-term gain or loss to the extent that the holder’s holding period exceeds 12 months.
The foregoing views are not binding on the Internal Revenue Service (“IRS”) or the courts. The Company has not sought and will not seek an opinion of ruling from the IRS regarding the federal income tax consequences of the reverse stock split. This discussion should not be considered as tax or investment advice, and the tax consequences of the reverse stock split may not be less than the fair marketsame for all stockholders. Accordingly, each stockholder should consult with his or her own tax advisor with respect to all of the potential tax consequences to him, her or it of the reverse stock split.
Accounting Matters
The par value on the date of grant, per share of our common stock issuable upon exercisewill remain unchanged at $0.0001 per share after the reverse stock split. As a result, our stated capital, which consists of the option (or 110%par value per share of fair market value in the case of incentive options granted to a ten-percent stockholder).

If on the date of grant theour common stock is listed on a stock exchange or national market system, the fair market value shall generally be the closing sale price as of such date, or if there were no trades recorded on such date, then the most recent date preceding such date on which trades were recorded. If on the date of grant the common stock is traded in an over-the-counter market, the fair market will generally be the average of the closing bid and asked prices for the shares of common stock as of such date, or, if there are no closing bid and asked prices for the shares of common stock on such date, then the average of the bid and asked prices for the shares of common stock on the most recent date preceding such date on which such closing bid and asked prices are available. If the common stock is not listed on a national securities exchange or national market system or traded in an over-the-counter market, the fair market value shall be determinedmultiplied by the Compensation Committee in a manner consistent with Section 409Aaggregate number of the Internal Revenue Code of 1986, as amended. Notwithstanding the foregoing, if on the date of grant the common stock is listed on a stock exchange or is quoted on a national market system, or is traded in an over-the-counter market, then solely for purposes of determining the exercise price of any grant of a stock option or the base price of any grant of a stock appreciation right, the Compensation Committee may, in its discretion, base fair market value on the last sale before or the first sale after the grant, the closing price on the trading day before or the trading day of the grant, the arithmetic mean of the high and low prices on the trading day before or the trading day of the grant, or any other reasonable method using actual transactions of the common stock as reported by the exchange or market on which the common stock is traded. In addition, the determination of fair market value also may be made using any other method permitted under Treasury Regulation section 1.409A-1(b)(5)(iv).

No option may be exercisable for more than ten years from the date of grant (five years in the case of an incentive stock option granted to a ten-percent stockholder). Options granted under the 2013 Plan will be exercisable at such time or times as the Compensation Committee prescribes at the time of grant. No employee may receive incentive stock options that first become exercisable in any calendar year in an amount exceeding $100,000. The Compensation Committee may, in its discretion, permit a holder of a nonqualified stock option to exercise the option before it has otherwise become exercisable, in which case the shares of our common stock issued and outstanding, will be reduced proportionately at the effective time of the reverse stock split. Correspondingly, our additional paid-in capital, which consists of the difference between our stated capital and the aggregate amount paid to us upon the issuance of all currently outstanding shares of our common stock, will be increased by a number equal to the recipientdecrease in stated capital. Further, net loss per share, book value per share and other per share amounts will continuebe increased as a result of the reverse stock split because there will be fewer shares of our common stock outstanding.

No Appraisal Rights
Our stockholders are not entitled to be subjectappraisal rights under Delaware law or our Certificate of Incorporation with respect to the vesting requirements that applied to the option before exercise.

- 13 -
Reverse Split Amendment, and we will not independently provide our stockholders with any such right.
Required Vote

Generally, the option price may be paid in cash or by bank check, or such other means as the Compensation Committee may accept. As set forth in an award agreement or otherwise determined by the Compensation Committee, in its sole discretion, at or after grant, payment in full or part

Approval of the exercise priceReverse Stock Split Proposal requires the affirmative vote of a majority of our issued and outstanding shares of common stock entitled to vote. There will be no broker non-votes with respect to this proposal. Abstentions will have the effect of a vote “AGAINST” this proposal.
Recommendation of the Board
The Board recommends stockholders vote “FOR” the Reverse Stock Split Proposal.
11
PROPOSAL 2:
ADJOURNMENT PROPOSAL
Our stockholders are being asked to consider and vote upon an option may be made (a)adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are insufficient votes in favor of approval of the formReverse Stock Split Proposal.
Required Vote
Approval of the Adjournment Proposal requires the affirmative vote of the holders of the majority of shares of common stock that have been heldpresent in person, by the participant for such period as the Compensation Committee may deem appropriate for accounting purposesremote communication, if applicable, or otherwise, valuedrepresented by proxy at the fair market value of such shares on the date of exercise; (ii) by surrenderingmeeting and entitled to the Company shares of common stock otherwise receivable on exercise of the option; (iii) by a cashless exercise program implemented by the Compensation Committee in connection with the 2013 Plan; and/or (iv) by such other method as may be approved by the Compensation Committee and set forth in an award agreement.

No option may be transferred other than by will or by the laws of descent and distribution, and during a recipient’s lifetime an option may be exercised only by the recipient or the recipient’s guardian or legal representative. However, the Compensation Committee may permit the transfer of a nonqualified stock option, share-settled stock appreciation right, restricted stock award, performance share or share-settled other stock-based award either (a) by instrument to the participant’s immediate family (as defined in the 2013 Plan), (b) by instrument to an inter vivos or testamentary trust (or other entity) in which the award is to be passed to the participant’s designated beneficiaries, or (c) by gift to charitable institutions. The Compensation Committee will determine the extent to which a holder of a stock option may exercise the option following termination of service.

Stock Appreciation Rights. The Compensation Committee may grant stock appreciation rights independent of or in connection with an option. The Compensation Committee will determine the terms applicable to stock appreciation rights. The base price of a stock appreciation rightvote. There will be determined by the Compensation Committee, but will not be less than 100% of the fair market value of a share of our common stockno broker non-votes with respect to the date of grant of such stock appreciation right. The maximum term of any SAR granted under the 2013 Plan is ten years from the date of grant. Generally, each SAR stock appreciation right will entitle a participant upon exercise to an amount equal to:

the excess of the fair market value of a share of common stock on the date of exercise of the stock appreciation right over the base price of such stock appreciation right, multiplied by
the number of shares as to which such stock appreciation right is exercised.

Payment may be made in shares of our common stock, in cash, or partly in common stock and partly in cash, all as determined by the Compensation Committee.

Restricted Stock and Stock Units.The Compensation Committee may award restricted common stock and/or stock units under the 2013 Plan. Restricted stock awards consist of shares of stock that are transferred to a participant subject to restrictions that may result in forfeiture if specified conditions are not satisfied. Stock units confer the right to receive shares of our common stock, cash, or a combination of shares and cash, at a future date upon or following the attainment of certain conditions specified by the Compensation Committee. The Compensation Committee will determine the restrictions and conditions applicable to each award of restricted stock or stock units, which may include performance-based conditions. Dividends with respect to restricted stock may be paid to the holder of the shares as and when dividends are paid to stockholders or at the times of vesting or other payment of the restricted stock award. Stock unit awards may be granted with dividend equivalent rights, which may be accumulated and may be deemed reinvested in additional stock units, as determined by the Compensation Committee in its discretion. If any dividend equivalents are paid while a stock unit award is subject to restrictions, the dividend equivalents shall be subject to the same restrictions on transferability as the underlying stock units, unless otherwise set forth in an award agreement. Unless the Compensation Committee determines otherwise, holders of restricted stockthis proposal. Abstentions will have the right tosame effect as a vote against the shares.

Performance Shares and Performance Units.The Compensation Committee may award performance shares and/or performance units under the 2013 Plan. Performance shares and performance units are awards which are earned during a specified performance period subject to the attainment of performance criteria, as established by the Compensation Committee. The Compensation Committee will determine the restrictions and conditions applicable to each award of performance shares and performance units.

Incentive Bonus Awards. The Compensation Committee may award Incentive Bonus Awards under the 2013 Plan. Incentive Bonus Awards may be based upon the attainment of specified levels of Company or subsidiary performance as measured by pre-established, objective performance criteria determined at the discretionproposal.

Recommendation of the Compensation Committee. Incentive Bonus Awards will be paid in cash or common stock, as set forth in an award agreement

Other Stock-Based and Cash-Based Awards.Board

The Compensation Committee may award other types of equity-based or cash-based awards under the 2013 Plan, including the grant or offer for sale of unrestricted shares of our common stock and payment in cash or otherwise of amounts based on the value of shares of common stock.

Section 162(m) Compliance. If stock or cash-based awards are intended to satisfy the conditions for deductibility under Section 162(m) of the Code as “performance-based compensation,” the performance criteria will be selected from among the following, which may be applied to our Company as a whole, any subsidiary or any division or operating unit thereof: (a) pre-tax

- 14 -

income; (b) after-tax income; (c) net income; (d) operating income or profit; (e) cash flow, free cash flow, cash flow return on investment, net cash provided by operations, or cash flow in excess of cost of capital; (f) earnings per share; (g) return on equity; (h) return on sales or revenues; (i) return on invested capital or assets; (j) cash, funds or earnings available for distribution; (k) appreciation in the fair market value of the common stock; (l) operating expenses; (m) implementation or completion of critical projects or processes; (n) return on investment; (o) total return to stockholders; (p) dividends paid; (q) net earnings growth; (r) related return ratios; (s) increase in revenues; (t) the Company’s published ranking against its peer group of pharmaceutical companies based on total stockholder return; (u) net earnings; (v) changes (or the absence of changes) in the per share or aggregate market price of the common stock; (w) number of securities sold; (x) earnings before or after any one or more of the following items: interest, taxes, depreciation or amortization, as reflected in the Company’s financial reports for the applicable period; (y) total revenue growth; (z) economic value created; (aa) operating margin or profit margin; (bb) share price or total shareholder return; (cc) cost targets, reductions and savings, productivity and efficiencies; (dd) strategic business criteria, consisting of one or more objectives based on meeting objectively determinable criteria: specified market penetration, geographic business expansion, progress with research and development activities, investor satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons; (ee) objectively determinable personal or professional objectives, including any of the following performance goals: the implementation of policies and plans, the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions, and (ff) any combination of, or a specified increase or improvement in, any of the foregoing.

At the end of the performance period established in connection with any award, the Compensation Committee will determine the extent to which the performance goal or goals established for such award have been attained, and shall determine, on that basis, the number of performance shares or performance units included in such award that have been earned and as to which payment will be made. The Compensation Committee will certify in writing the extent to which it has determinedBoard recommends that the performance goal or goals established by it for such award have been attained.

With respect to awards intended to be performance-based compensation under Section 162(m) ofstockholders vote “FOR” the Code, no participant of the 2013 Plan may receive in any one fiscal year (a) options or stock appreciation rights relating to more than 2,500,000 shares of our common stock, and (b) stock units, restricted shares, performance shares, performance units or other stock-based awards that are denominated in shares of common stock relating to more than 2,500,000 shares of our common stock in the aggregate. The maximum dollar value payable to any participant for a fiscal year of the Company with respect to any awards under the 2013 Plan payable in cash is $2,500,000.

Effect of Certain Corporate Transactions. The Compensation Committee may, at the time of the grant of an award, provide for the effect of a change in control (as defined in the 2013 Plan) on any award, including (i) accelerating or extending the time periods for exercising, vesting in, or realizing gain from any award, (ii) eliminating or modifying the performance or other conditions of an award, (iii) providing for the cash settlement of an award for an equivalent cash value, as determined by the Compensation Committee, or (iv) such other modification or adjustment to an award as the Compensation Committee deems appropriate to maintain and protect the rights and interests of participants upon or following a change in control. The Compensation Committee may, in its discretion and without the need for the consent of any recipient of an award, also take one or more of the following actions contingent upon the occurrence of a change in control: (a) cause any or all outstanding options and stock appreciation rights to become immediately exercisable, in whole or in part; (b) cause any other awards to become non-forfeitable, in whole or in part; (c) cancel any option or stock appreciation right in exchange for a substitute option; (d) cancel any award of restricted stock, stock units, performance shares or performance units in exchange for a similar award of the capital stock of any successor corporation; (e) redeem any restricted stock, stock unit, performance share or performance unit for cash and/or other substitute consideration with a value equal to the fair market value of an unrestricted share of our common stock on the date of the change in control; (f) cancel any option or stock appreciation right in exchange for cash and/or other substitute consideration based on the value of our common stock on the date of the change in control, and cancel any option or stock appreciation right without any payment if its exercise price exceeds the value of our common stock on the date of the change in control; (g) cancel any stock unit or performance unit held by a participant affected by the change in control in exchange for cash and/or other substitute consideration with a value equal to the fair market value per share of common stock on the date of the change in control, or (h) make such other modifications, adjustments or amendments to outstanding awards as the Compensation Committee deems necessary or appropriate.

Amendment, Termination. The Compensation Committee may amend the terms of awards in any manner not inconsistent with the 2013 Plan, provided that no amendment shall adversely affect the rights of a participant with respect to an outstanding award without the participant’s consent. In addition, our board of directors may at any time amend, suspend, or terminate the 2013 Plan, provided that (i) no such amendment, suspension or termination shall materially and adversely affect the rights of any participant under any outstanding award without the consent of such participant and (ii) to the extent necessary and desirable to comply with any applicable law, regulation, or stock exchange rule, the 2013 Plan requires us to obtain stockholder consent. Stockholder approval is required for any plan amendment that increases the number of shares of common stock available for issuance under the 2013 Plan or changes the persons or classes of persons eligible to receive awards.

- 15 -
Adjournment Proposal.
12

Tax Withholding

The Company has the power and right to deduct or withhold, or require a participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulations to be withheld.

Director Compensation

In October 2013, we adopted a compensation policy pursuant to which our non-employee directors receive annualized compensation of $20,000 per year, with an additional $10,000 per year for the Chairman of the Board and the Chair of the Audit Committee, as well as an additional $5,000 per year for the Chairs of the Compensation and Nomination & Governance Committees. In addition, our independent board members will receive an option grant of 150,000 options, with the exception of the Chairman of the Board, who will be granted 200,000 options. In August 2014, we revised our compensation policy to provide that directors will receive restricted stock in lieu of cash fees.

Director Compensation Table – 2016

The following table summarizes the annual compensation for our non-employee directors during 2016.

Name 

Stock

Awards
($)(1)

 Option
Awards
($)(1)		 Total
($)
Herbert Conrad  72,500   10,850   83,350 
Stefano Ferrari  45,000   6,975   51,975 
James S. Scibetta  50,000   6,975   56,975 
Adam Stern  35,000   6,820   41,820 

___________

(1)Amounts reflect the grant date fair value of stock awards and option awards granted in 2016 in accordance with Accounting Standards Codification Topic 718. These amounts do not correspond to the actual value that will be recognized by the directors

On February 21, 2017, non-employee directors were awarded stock awards as compensation for 2017. The dollar amounts were $65,000 for Mr. Conrad, $56,250 for Mr. Ferrari, $58,750 for Mr. Scibetta and $35,000 for Mr. Stern. These stock awards vest on a quarterly basis based on service during 2017.

- 16 -

REPORT

SECURITY OWNERSHIP OF THE AUDIT COMMITTEE*

The undersigned members of the Audit Committee of the Board of Directors of Matinas BioPharma Holdings, Inc. (the “Company”) submit this report in connection with the committee’s review of the financial reports for the fiscal year ended December 31, 2016 as follows:

1.The Audit Committee has reviewed and discussed with management the audited financial statements for the Company for the fiscal year ended December 31, 2016.
2.The Audit Committee has discussed with representatives of EisnerAmper LLP, the independent public accounting firm, the matters which are required to be discussed with them under the provisions of Auditing Standard No. 1301,Communications with Audit Committees.  
3.The Audit Committee has discussed with EisnerAmper LLP, the independent public accounting firm, the auditors’ independence from management and the Company has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board.

In addition, the Audit Committee considered whether the provision of non-audit services by EisnerAmper LLP is compatible with maintaining its independence. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors has approved) that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for filing with the Securities and Exchange Commission.

Audit Committee,

James Scibetta, Chairman

Herbert Conrad

Stefano Ferraro

Eric Ende

___________

* The foregoing report of the Audit Committee is not to be deemed “soliciting material” or deemed to be “filed” with the Securities and Exchange Commission (irrespective of any general incorporation language in any document filed with the Securities and Exchange Commission) or subject to Regulation 14A of the Securities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent we specifically incorporate it by reference into a document filed with the Securities and Exchange Commission.

- 17 -
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the number of shares of common stock beneficially owned as of September 7, 2017December 15, 2020 by:

each of our stockholders who is known by us to beneficially own 5% or more of our common stock;
each of our named executive officers;
each of our directors; and
all of our directors and current executive officers as a group.

Beneficial ownership is determined based on the rules and regulations of the Commission.SEC. A person has beneficial ownership of shares if such individual has the power to vote and/or dispose of shares. This power may be sole or shared and direct or indirect. Applicable percentage ownership in the following table is based on 92,601,330199,641,758 shares outstanding as of September 7, 2017.December 15, 2020. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock that are subject to options or warrants held by that person and exercisable as of, or within 60 days of, September 7, 2017.December 15, 2020 are counted as outstanding. These shares, however, are not counted as outstanding for the purposes of computing the percentage ownership of any other person(s). Except as may be indicated in the footnotes to this table and pursuant to applicable community property laws, each person named in the table has sole voting and dispositive power with respect to the shares of common stock set forth opposite that person’s name. Unless indicated below, the address of each individual listed below is c/o Matinas BioPharma Holdings, Inc., 1545 Route 206 South, Suite 302, Bedminster, NJ 07921.

Name of Beneficial Owner Number
of Shares
Beneficially
Owned		 Percentage
of Shares
Beneficially
Owned
5% Stockholders    
Jennifer Lorenzo(1)  6,986,576   7.2%
         
Directors and Executive Officers        
Roelof Rongen(2)  4,921,971   5.2%
Herbert Conrad(3)  4,703,031   5.0%
Stefano Ferrari(4)  1,295,163   1.4%
James Scibetta(5)  850,536   * 
Adam Stern(6)  8,968,401   9.4%
Abdel A. Fawzy, Ph.D.(7)  2,613,257   2.8%
Gary Gaglione(8)  338,063   * 
Jerome Jabbour(9)  1,959,414   2.1%
Douglas King(10)  620,321   * 
Raphael Mannino(11)  1,756,258   1.9%
Eric Ende(12)  45,537   * 
Dominic DiPaolo(13)  77,784   * 
Directors and Executive Officers as a group (12 persons)(14)  28,149,736   27.7%

___________

*

Less than 1%

Name of Beneficial Owner
​​
Number of Shares Beneficially
Owned
​​
Percentage of
Shares Beneficially
Owned
5% Stockholders
​​
 
​​
 
Boxer Capital, LLC(1)
​​
11,478,634
​​
5.7%
Vivo Capital, LLC(2)
​​
11,279,323
​​
5.6%
 
​​
 
​​
 
Directors and Executive Officers
​​
 
​​
 
Jerome D. Jabbour(3)
​​
2,820,992
​​
1.4%
Herbert Conrad(4)
​​
5,722,642
​​
2.8%
Eric Ende(5)
​​
944,035
​​
*%
Natasha Giordano(6)
​​
47,987
​​
* %
Patrick LePore(7)
​​
801,515
​​
* %
James Scibetta(8)
​​
1,512,401
​​
* %
Matthew Wikler(9)
​​
868,123
​​
* %
James J. Ferguson(10)
​​
303,126
​​
* %
Keith A. Kucinski(11)
​​
457,001
​​
* %
Hui Liu(12)
​​
0
​​
* %
Raphael Mannino(13)
​​
2,189,775
​​
1.1*
Theresa Matkovits(14)
​​
466,667
​​
* %
Directors and Executive Officers as a group (12 persons)(15)
​​
16,134,264
​​
7.8%
*
Less than 1%
(1)
Based solely on information contained in a Schedule 13G13F filed on July 3, 2017. November 17, 2020. The address for the reporting person is 11682 El Camino Real, Suite 320, San Diego, CA 92130.
(2)
Based solely on information contained in a Schedule 13F filed on November 13, 2020. The address for the reporting person is 192 Lytton Avenue, Palo Alto, CA 94301.
(3)
Includes 4,900,000(i) 15 convertible preferred shares convertible into 30,000 shares of common stock, underlying shares of Series A Preferred Stock held by GJG Life Sciences, LLC. GJG Capital, LLC is the Managing Member of GJG Life Sciences, LLC, a limited liability company. Ms. Lorenzo is the Managing Member of GJG Capital, LLC and as a result, Ms. Lorenzo and GJG Capital, LLC may be deemed to be indirect beneficial owners. The address for reporting persons is c/o GJG Capital, LLC 107 Circle Road, Staten Island, NY 10304.
(2)Includes 1,387,555(ii) 2,366,668 shares of common stock issuable upon exercise of options that are exercisable within sixty days of September 7, 2017.December 15, 2020. Does not include 587,4451,895,832 shares of common stock underlying options that are not exercisable within sixty days of September 7, 2017. Does not include 5,000December 15, 2020.
(4)
Includes (i) 100 convertible preferred shares convertible into 200,000 shares of common stock, purchased on September 8, 2017.
(3)Includes (i) 20,000 convertible preferred shares if converted to 200,000 common sharesand (ii) 623,4311,068,076 shares of common stock issuable upon exercise of options that are exercisable within sixty days of September 7, 2017.December 15, 2020. Does not include 39,90281,736 shares of common stock underlying options that are not exercisable within sixty days of September 7, 2017.December 15, 2020.
(4)(5)
Includes (i) 246,00012 convertible preferred shares convertible into 24,000 shares of common stock, issuable upon exercise of outstanding Warrants that are exercisable within sixty days of September 7, 2017and (ii) 493,616804,743 shares of common stock issuable upon exercise of options that are exercisable within sixty days of September 7, 2017.December 15, 2020. Does not include 28,88481,736 shares of common stock underlying options that are not exercisable within sixty days of September 7, 2017.December 15, 2020.
13
(5)(6)
Includes 432,22747,987 shares of common stock issuable upon exercise of options that are exercisable within sixty days of September 7, 2017.December 15, 2020. Does not include 30,273239,930 shares of common stock underlying options that are not exercisable within sixty days of September 7, 2017.December 15, 2020.
- 18 -
(6)(7)
Includes (i) 1,702,676 shares of common stock issuable upon exercise of outstanding Warrants that are exercisable within sixty days of September 7, 2017, (ii) 432,250401,515 shares of common stock issuable upon exercise of options that are exercisable within sixty days of September 7, 2017, (iii) 300,000 shares of common stock that are owned by Pavilion Capital Partners, LLC, which is wholly-owned by Mr. Stern, (iv) 300,000 shares of common stock that are owned by Piper Ventures Partners, LLC, which is wholly-owned by Mr. Stern, (v) 6000,000 shares of common stock that are owned by SternAegis Ventures LLC, which is wholly-owned by Mr. Stern, (vi) 1,000,000 shares held by AKS Family Foundation and (vii) 3,639,483 shares of common stock held by AKS Family Partners.December 15, 2020. Does not include 30,250106,735 shares of common stock underlying options that are not exercisable within sixty days of September 7, 2017. Does not include 50,000December 15, 2020.
(8)
Includes (i) 12 convertible preferred shares convertible to 24,000 shares of common stock, purchased on September 8, 2017.
(7)Includes 893,071and (ii) 867,243 shares of common stock issuable upon exercise of options that are exercisable within sixty days of September 7, 2017.December 15, 2020. Does not include 131,92981,736 shares of common stock underlying options that are not exercisable within sixty days of September 7, 2017.December 15, 2020.
(8)(9)
Includes 298,063(i) 6 convertible preferred shares convertible into 12,000 shares of common stock, and (ii) 623,493 shares of common stock issuable upon exercise of options that are exercisable within sixty days of September 7, 2017.December 15, 2020. Does not include 106,937112,986 shares of common stock underlying options that are not exercisable within sixty days of September 7, 2017.December 15, 2020.
(9)(10)
Includes 1,200,040 shares of common stock issuable upon exercise of options that are exercisable within 60 days of September 7, 2017. Does not include 424,960 shares of common stock underlying options that are not exercisable within sixty days of September 7, 2017.
(10)Includes 540,321303,126 shares of common stock issuable upon exercise of options that are exercisable within sixty days of September 7, 2017.December 15, 2020. Does not include 359,679796,874 shares of common stock underlying options that are not exercisable within sixty days of September 7, 2017.December 15, 2020.
(11)
Includes 336,693 shares of common stock issuable upon exercise of options that are exercisable within 60 days of September 7, 2017. Does not include 198,307 shares of common stock underlying options that are not exercisable within sixty days of September 7, 2017.
(12)Includes 33,336362,501 shares of common stock issuable upon exercise of options that are exercisable within sixty days of September 7, 2017.December 15, 2020. Does not include 116,664687,499 shares of common stock underlying options that are not exercisable within sixty days of September 7, 2017.December 15, 2020.
(12)
Does not include 350,000 shares of common stock underlying options that are not exercisable within sixty days of December 15, 2020.
(13)
Includes 77,784(i) 10 convertible preferred shares that are convertible into 20,000 shares of common stock, and (ii) 740,210 shares of common stock issuable upon exercise of options that are exercisable within sixty days of September 7, 2017.December 15, 2020. Does not include 272,216244,790 shares of common stock underlying options that are not exercisable within sixty days of September 7, 2017.December 15, 2020.
(14)
(14)Includes 466,667 shares of common stock issuable upon exercise of options that are exercisable within sixty days of December 15, 2020. Does not include 758,333 shares of common stock underlying options that are not exercisable within sixty days of December 15, 2020.
(15)
See notes (2)(3) through (13)(14).

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information with respect to our compensation plans under which equity compensation was authorized as of December 31, 2016.

Plan category Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)		 Weighted average
exercise price of
outstanding options,
warrants and rights
(b)		 Number of securities
remaining available
for future issuance under equity compensation
plans (excluding
securities reflected
in column a)
(c)(2)
Equity compensation plans approved by security holders(1)  9,325,393  $0.85   2,503,519 

___________

(1)The amounts shown in this row include securities under the Matinas BioPharma Holdings, Inc. Amended and Restated 2013 Equity Incentive Plan (the “2013 Plan”).
(2)In accordance with the “evergreen” provision in our 2013 Plan, an additional 2,326,380 shares were automatically made available for issuance on the first trading day of 2017, which represents 4% of the number of shares outstanding on December 31, 2016; these shares are excluded from this calculation.

Section 16(a) Beneficial Ownership Reporting Compliance

During the year ended December 31, 2016, our common stock was not registered under Section 12 of the Exchange Act, and therefore our directors and executive officers and persons who beneficially own more than 10% of our common stock were not required to file with the SEC various reports as to their ownership of and activities relating to our common stock.

Certain Relationships and Related Party Transactions

Other than compensation arrangements for our named executive officers and directors, we describe below each transaction or series of similar transactions, since January 1, 2014, to which we were a party or will be a party, in which:

the amounts involved exceeded or will exceed $100,000; and
•any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.
- 19 -
14

Consulting Agreement

We also entered into a consulting agreement with the Placement Agent in July 2013. The consulting agreement had a term of 12 months pursuant to which we paid the Placement Agent $20,000 per month. Under the terms of the consulting agreement, the Placement Agent agreed to provide customary financial advisory services as reasonably requested by us, including consulting services for financing and capital markets activity, mergers, acquisitions, joint ventures and licensing agreements. This consulting agreement terminated on July 30, 2014.

Warrant Tender Offer

In January 2017, we completed a warrant tender offer. We hadfiled a Schedule TO pursuant to which it offered, or the Offer to Amend and Exercise to amend certain outstanding warrants, or the Original Warrants to purchase an aggregate of 36,728,612 shares of common stock to: (i) reduce the exercise price of the Original Warrants to $0.50 per share of common stock in cash, (ii) shorten the exercise period of the Original Warrants so that they expire concurrently with the expiration of the Offer to Amend and Exercise at 5:00 p.m. (Eastern Time) on January 13, 2017, as may be extended by the Company in its sole discretion, or the Expiration Date, (iii) restrict the ability of the holder of shares issuable upon exercise of the Amended Warrants to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of such shares without the prior written consent of the Company for a period of six months after the Expiration Date, or the Lock-Up Period; and (iv) provide that a holder, acting alone or with others, will agree not to effect any purchases or sales of any securities of the Company in any “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended, or any type of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) or similar arrangements, or sales or other transactions through non-U.S. broker dealers or foreign regulated brokers through the expiration of the Lock-Up Period.

The Offer to Amend and Exercise expired at 5:00 p.m. Eastern Time on January 13, 2017. Pursuant to the Offer to Amend and Exercise, an aggregate of 30,966,350 Original Warrants were tendered by their holders and were amended and exercised in connection therewith for an aggregate exercise price of approximately $15.5 million, including the following: 3,750,000 Formation Warrants; 754,000 Merger Warrants; 7,243,750 2013 Investor Warrants; 500,000 Private Placement Warrants; 14,750,831 2015 Investor Warrants; 722,925 $2.00 PA Warrants (of which 721,987 were exercised on a cashless basis); 1,426,687 $1.00 PA Warrants (of which 1,424,812 were exercised on a cashless basis); and 1,818,157 $0.75 PA Warrants (of which 1,774,017 were exercised on a cashless basis). The gross cash proceeds from such exercises were approximately $13.5 million and the net cash proceeds after deducting warrant solicitation agent fees and other estimated offering expenses were approximately $12.7 million. Prior to the Offer to Amend and Exercise, the Company had 58,159,495 shares of common stock outstanding and warrants to purchase an aggregate of 40,255,234 shares of common stock. Following the Offer to Amend and Exercise, the Company had 87,310,154 shares of common stock outstanding and warrants to purchase an aggregate of 9,288,884 shares of common stock.

Certain of our officers, directors and holders of more than 5% of our capital stock participated in the Offer to Amend and Exercise as set forth below.

Name Number of
Shares Purchased in Offer to Amend and Exercise		 Aggregate
Purchase Price
Paid
GJG Life Sciences, LLC  3,516,711  $1,758,356 
Roelof Rongen  50,000   25,000 
Herbert Conrad  1,875,000   937,500 
Adam Stern and affiliated entities  4,216,492(1)  1,025,000 
Stefano Ferrari  4,000   2,000 
James Scibetta  100,000   50,000 
Gary Gaglione  20,000   10,000 
Douglas Kling  40,000   20,000 

___________

(1)Includes 2,166,492 placement agent warrants which were exercised on a “cashless basis”.

We retained Aegis Capital Corp. to act as its Warrant Agent for the Offer to Amend and Exercise pursuant to a Warrant Agent Agreement. Aegis Capital received a fee equal to 5% of the cash exercise prices paid by holders of the Original Warrants (excluding the placement agent warrants) who participated in the Offer to Amend and Exercise. In addition, we agreed to reimburse Aegis Capital for its reasonable out-of-pocket expenses and attorney’s fees, including a $35,000 non-accountable expense allowance.

- 20 -

2015 Private Placement

In March and April 2015, we completed a private placement, or the 2015 Private Placement, pursuant to which we sold to accredited investors an aggregate of 20,000,000 units at a price of $0.50 per unit, with each unit consisting of: (i) one share of our common stock, and (ii) a five-year warrant to purchase one share of common stock at an exercise price of $0.75 per share (the “2015 Investor Warrants”). The gross proceeds to us from the 2015 Private Placement were $10.0 million. Certain of our officers, directors and holders of more than 5% of our capital stock purchased units in the 2015 Private Placement as set forth below.

Name Number of
Units
Purchased		 Aggregate
Purchase Price
Paid
GJG Life Sciences, LLC  3,935,880  $1,967,940 
Laurence G. Allen and affiliated entities  1,200,000   600,000 
Herbert Conrad  1,000,000   500,000 
Adam Stern and affiliated entities  800,000   400,000 
James Scibetta  100,000   50,000 
Roelof Rongen  50,000   25,000 
Douglas Kling  40,000   20,000 
Gary Gaglione  20,000   10,000 

We entered into a Placement Agency Agreement with Aegis Capital Corp. pursuant to which Aegis acted as our exclusive placement agent for the 2015 Private Placement. Immediately prior to the 2015 Private Placement, the Placement Agent and its affiliates beneficially owned an aggregate of more than 10% of our outstanding equity securities. In addition, Adam Stern, Head of Private Equity Banking at Aegis, is a member of our board of directors. Pursuant to the terms of the Placement Agency Agreement, in connection with the 2015 Private Placement, we paid the Placement Agent an aggregate cash fee of $1,000,000 and non-accountable expense allowance of $300,000 and have issued to the Placement Agent warrants (substantially similar to the 2015 Investor Warrants) to purchase 2,000,000 shares of common stock at $0.50 per share and additional warrants to purchase 2,000,000 shares of common stock at $0.75 per share.  In addition, we agreed to engage the Placement Agent as our warrant solicitation agent in the event the 2015 Investor Warrants are called for redemption and shall pay a warrant solicitation fee to the Placement Agent equal to five (5%) percent of the amount of funds solicited by the Placement Agent upon the exercise of the 2015 Investor Warrants following such redemption.

2016 Private Placement

In the third quarter, we completed a private placement, or the 2016 Private Placement, pursuant to which we sold to accredited investors an aggregate of 1,600,000 Series A Preferred Stock at a purchase price of $5.00 per share, for aggregate gross proceeds to us of $8.0 million. Certain of our officers, directors and holders of more than 5% of our capital stock purchased shares of Series A Preferred Stock in the 2016 Private Placement as set forth below.

Name 

Number of
Series A Preferred

Shares
Purchased

 Aggregate
Purchase Price
Paid
GJG Life Sciences, LLC  490,000  $2,450,000 
Laurence G. Allen and affiliated entities  30,000   150,000 
Herbert Conrad  20,000   100,000 
Adam Stern and affiliated entities  20,000   100,000 

We entered into a Placement Agency Agreement with Aegis Capital Corp. pursuant to which Aegis acted as our exclusive placement agent for the 2016 Private Placement. Immediately prior to the 2016 Private Placement, the Placement Agent and its affiliates beneficially owned an aggregate of more than 10% of our outstanding equity securities. In addition, Adam Stern, Head of Private Equity Banking at Aegis, is a member of our board of directors. Pursuant to the terms of the Placement Agency Agreement, in connection with the 2016 Private Placement, we paid the Placement Agent an aggregate cash fee of $800,000 and non-accountable expense allowance of $240,000 and have issued to the Placement Agent warrants to purchase 1,600,000 shares of common stock at $0.50 per share.  The warrants provide for a cashless exercise feature and are exercisable for a period of five years from the date of closing. We have also agreed to pay the Placement Agent similar cash and warrant compensation with respect to, and based on, any individual or entity that the Placement Agent solicits interest from in connection with this Offering, excluding our existing stockholders and certain other specified investors, who subsequently invests in us at any time prior to the date that is twelve (12) months following the final Closing of this Offering. In addition, we entered into a three year, non-exclusive finder’s fee agreement with the Placement Agent providing that if the Placement Agent shall introduce us to a third party that consummates certain types of transactions with our Company, such as business combinations, joint ventures and licensing arrangements, then the Placement Agent will be paid a finder’s fee, payable in cash at the closing of such transaction, equal to (a) 5% of the first $1,000,000 of the consideration paid in such transaction; plus (b) 4% of the next $1,000,000 of the consideration paid in such transaction; plus (c) 3% of the next $5,000,000 of the consideration paid in the such transaction; plus (d) 2.5% of any consideration paid in such transaction in

- 21 -

excess of $7,000,000. Further, we have granted the Placement Agent the irrevocable preferential right of first refusal to act as co-manager for any proposed public or private offering of our securities where we utilize a third party placement agent or underwriter, which right of first refusal expired September 12, 2017.

Voting Agreement

In connection with the initial closing of the 2013 Private Placement, the stockholders of Matinas BioPharma, Inc. (“Matinas BioPharma”) prior to the 2013 Merger (as defined below) and the 2013 Private Placement (the “Matinas Stockholders”) and the stockholders of the Company prior to the Merger (the “Company Stockholders”), entered into a Voting Agreement (the “Voting Agreement”). Pursuant to the terms of the Voting Agreement, (i) the Matinas Stockholders have the right to nominate four (4) members to our Board (the “Matinas Stockholders’ Nominees”), (ii) the Company Stockholders will vote in favor of the election and removal of the Matinas Stockholders’ Nominees and (iii) the Company Stockholders shall nominate the Aegis Nominee to our Board and (iv) the Matinas Stockholders shall vote in favor of the election and removal of the Aegis Nominee. The Voting Agreement expired on July 11, 2016.

Vendor Agreement

Since January 1, 2011, we have submitted orders for the purchase of an omega-3 fatty acid concentrate from KD-Pharma Bexbach GmbH, or KD Pharma. For the years ended December 31, 2014, December 31, 2015 and December 31, 2016, these orders totaled $258 thousand, $46 thousand and $0 respectively. Mr. Ferrari, a member of our board, is the brother of a part owner of the holding company that owns KD Pharma.

Indemnification Agreements

We entered into indemnification agreements with our directors and executive officers. The indemnification agreements provide for indemnification against expenses, judgments, fines and penalties actually and reasonably incurred by an indemnitee in connection with threatened, pending or completed actions, suits or other proceedings, subject to certain limitations. The indemnification agreements also provide for the advancement of expenses in connection with a proceeding prior to a final, nonappealable judgment or other adjudication, provided that the indemnitee provides an undertaking to repay to us any amounts advanced if the indemnitee is ultimately found not to be entitled to indemnification by us. The indemnification agreement set forth procedures for making and responding to a request for indemnification or advancement of expenses, as well as dispute resolution procedures that apply to any dispute between us and an indemnitee arising under the Indemnification Agreements.

Policies and Procedures for Related Party Transactions

We have adopted a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock, any members of the immediate family of any of the foregoing persons and any firms, corporations or other entities in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest, which we refer to collectively as related parties, are not permitted to enter into a transaction with us without the prior consent of our board of directors acting through the audit committee or, in certain circumstances, the chairman of the audit committee. Any request for us to enter into a transaction with a related party, in which the amount involved exceeds $100,000 and such related party would have a direct or indirect interest must first be presented to our audit committee, or in certain circumstances the chairman of our audit committee, for review, consideration and approval. In approving or rejecting any such proposal, our audit committee, or the chairman of our audit committee, is to consider the material facts of the transaction, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the benefits to us, the availability of other sources of comparable products or services and the extent of the related party’s interest in the transaction.

- 22 -

PROPOSAL 2: RATIFY THE APPOINTMENT OF EISNERAMPER LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2017

The Audit Committee has reappointed EisnerAmper LLP as our independent registered public accounting firm to audit the financial statements of the Company for the fiscal year ending December 31, 2017, and has further directed that management submit their selection of independent registered public accounting firm for ratification by our stockholders at the Annual Meeting.  Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as public registered accounting firm.

Principal Accountant Fees and Services

The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2016 and December 31, 2015, by EisnerAmper LLP, the Company’s independent registered public accounting firm.

  Year Ended December 31,
  2016 2015
  (in thousands)
Audit Fees $90  $100 
Tax Fees  8   9 
Total Fees $98  $109 

Audit Fees consist of fees for professional services and expenses relating to the audit of our annual financial statements, the audit of our internal control over financial reporting and the review of our quarterly financial information.

Tax Fees are for tax-related services related primarily to tax consulting and tax planning.

The Audit Committee pre-approves all auditing services and any non-audit services that the independent registered public accounting firm is permitted to render under Section 10A (h) of the Exchange Act. The Audit Committee may delegate the pre-approval to one of its members, provided that if such delegation is made, the full Audit Committee must be presented at its next regularly scheduled meeting with any pre-approval decision made by that member.

The Audit Committee has considered whether the provision of Tax Fees as described above is compatible with maintaining EisnerAmper, LLP’s independence and has determined that such services for fiscal year 2016 were compatible. All such services were approved by the Audit Committee pursuant to Rule 2-01 of Regulation S-X under the Exchange Act to the extent that rule was applicable.

The Audit Committee is responsible for reviewing and discussing the audit financial statements with management, discussing with the independent registered public accountants the matters required in Auditing Standard No. 1301, receiving written disclosures from the independent registered public accountants required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountants’ communications with the Audit Committee concerning independence and discussing with the independent registered public accountants their independence, and recommending to the Board of Directors that the audit financial statements be included in our annual report on Form 10-K.

Attendance at Annual Meeting

Representatives of EisnerAmper LLP are expected to be present at the Annual Meeting and available to respond to appropriate questions from stockholders.

Vote Required

The affirmative vote of a majority of the total votes cast is required to approve this proposal. As a result, abstentions and broker non-votes, if any, will not affect the outcome of the vote on these proposals.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

- 23 -

STOCKHOLDER PROPOSALS

Stockholder Proposals for 2018 Annual Meeting

Any stockholder proposals submitted for inclusion in the Company’s proxy statement and form of proxy for our 2018 Annual Meeting of Stockholders must be received by the Companyno later than June 25, 2018 in order to be considered for inclusion in our proxy statement and form of proxy. Such proposal must also comply with the requirements as to form and substance established by the SEC if such proposals are to be included in the proxy statement and form of proxy. Any such proposal shall be mailed to: Matinas BioPharma Holdings, Inc., 1545 Route 206 South, Suite 302, Bedminster, New Jersey 07921 Attn.: Secretary.

FOR 2021 ANNUAL MEETING

Our by-laws state that a stockholder must provide timely written notice of a proposal to be brought before the meeting and supporting documentation as well as be present at such meeting, either in person or by a representative. ForAny stockholder proposals submitted for inclusion in our 2018proxy statement and form of proxy for our 2021 Annual Meeting of Stockholders a stockholder’s notice shallmust be timely received by the Company at our principal executive office no later than July 25, 2018August 2, 2021 no earlier than June 25, 2018;July 3, 2021 in order to be considered for inclusion in our proxy statement and form of proxy; provided,however, that in the event the Annual Meeting is scheduled to be held on a date more than thirty (30) days before the anniversary date of the immediately preceding Annual Meeting of Stockholders (the “Anniversary Date”) or more than sixty (60) days after the Anniversary Date, a stockholder’s notice shall be timely if received by the Company at our principal executive office not later than the close of business on the later of (i) the ninetieth (90th) day prior to the scheduled date of such Annual Meeting; and (ii) the tenth (10th) day following the day on which such public announcement of the date of such Annual Meeting is first made by us. Such proposals must also comply with the Company.requirements as to form and substance established by the SEC if such proposals are to be included in the proxy statement and form of proxy. Proxies solicited by our Board will confer discretionary voting authority with respect to these proposals, subject to the SEC’s rules and regulations governing the exercise of this authority. Any such proposal shall be mailed to: Matinas BioPharma Holdings, Inc., 1545 Route 206 South, Suite 302, Bedminster, New Jersey 07921, Attn.: Corporate Secretary.

ANNUAL REPORT

Copies of our Annual Report on Form 10-K (including audited financial statements), as amended, filed with the SEC may be obtained without charge by writing to Matinas BioPharma Holdings, Inc., 1545 Route 206 South, Suite 302, Bedminster, New Jersey 07921, Attn.: Corporate Secretary. A request for a copy of our Annual Report on Form 10-K must set forth a good-faith representation that the requesting party was either a holder of record or a beneficial owner of our common stock on September 7, 2017. Exhibits to the Form 10-K will be mailed upon similar request and payment of specified fees to cover the costs of copying and mailing such materials.

Our audited financial statements for the fiscal year ended December 31, 2016 and certain other related financial and business information are contained in our 2016 Annual Report to Stockholders, which is being made available to our stockholders along with this proxy statement, but which is not deemed a part of the proxy soliciting material.

HOUSEHOLDING OF ANNUALSPECIAL MEETING MATERIALS

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements. This means that only one copy of this Proxy Statement may have been sent to multiple stockholders in the same household. We will promptly deliver a separate copy of this Proxy Statement to any stockholder upon written or oral request to: Matinas BioPharma Holdings, Inc., 1545 Route 206 South, Suite 302, Bedminster, New Jersey 07921, Attn.: Secretary, or by phone at (908) 443-1860. Any stockholder who wants to receive a separate copy of this Proxy Statement, or of our proxy statements or annual reports in the future, or any stockholder who is receiving multiple copies and would like to receive only one copy per household, should contact the stockholder’s bank, broker, or other nominee record holder, or the stockholder may contact us at the address and phone number above.

OTHER MATTERS

As of the date of this proxy statement, the Board does not intend to present at the AnnualSpecial Meeting of Stockholders any matters other than those described herein and does not presently know of any matters that will be presented by other parties. If any other matter requiring a vote of the stockholders should come before the meeting, it is the intention of the persons named in the proxy to vote with respect to any such matter in accordance with the recommendation of the Board or, in the absence of such a recommendation, in accordance with the best judgment of the proxy holder.

​​
By Order of the Board of Directors
​​
     /s/ Roelof Rongen​​
/s/ Jerome D. Jabbour

Roelof Rongen,

​

​
Jerome D. Jabbour,
Chief Executive Officer

September 15, 2017

December 17, 2020
Bedminster, New Jersey

- 24 -
15
Annex A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MATINAS BIOPHARMA HOLDINGS, INC.
Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Matinas BioPharma Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:
1. The name of the Corporation is Matinas BioPharma Holdings, Inc. The Corporation was incorporated by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on May 21, 2013, which was amended by a certificate of amendment filed with the Secretary of State of the State of Delaware on October 29, 2015 (as so amended, the “Certificate of Incorporation”).
2. The Certificate of Incorporation of the Corporation is hereby amended to increase the authorized shares of the Corporation’s common stock by deleting the first paragraph under Section A of Article V, and replacing such paragraph with the following:
“The total number of shares of capital stock which the Corporation shall have authority to issue is Five Hundred Ten Million (510,000,000), of which (i) Five Hundred Million (500,000,000) shares shall be a class designated as common stock, par value $0.0001 per share (the “Common Stock”), and (ii) Ten Million Shares (10,000,000) shares shall be a class designated as preferred stock, par value $0.0001 per share (the “Preferred Stock”). Upon the filing and effectiveness (the “Effective Time”) pursuant to the DGCL of this Certificate of Amendment to the Certificate of Incorporation, each [•] shares of the Corporation’s Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the Corporation or respective holders thereof, be combined and converted into one (1) validly issued, fully paid and non-assessable share of Common Stock (the “Reverse Split”); provided, however, that the Corporation shall issue no fractional shares as a result of the actions set forth herein but shall instead pay to the holder of such fractional share a sum in cash equal to such fraction multiplied by the closing sales price of the Common Stock as reported on The Nasdaq Capital Market on the last trading day before the Effective Time (as adjusted to give effect to the Reverse Split).”
3. The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment to the Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware.
4. This Certificate of Amendment and the amendment to the Certificate of Incorporation effected hereby shall be effective immediately upon filing.
[Signature Page Follows]
A-1
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer on this day of , 20.
​
​VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

MATINAS BIOPHARMA HOLDINGS, INC.
1545 ROUTE 206 SOUTH - SUITE 302
BEDMINSTER, NJ 07921
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.​​
​​
​​
By:
​​
​VOTE BY PHONE - 1-800-690-6903​
Name:
​​
Jerome D. Jabbour
​Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
​
Title:
​​VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
Chief Executive Officer

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
For
All		Withhold
All		For All
Except		To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
The Board of Directors recommends you vote FOR the following:
1.Election of Directors☐☐☐
Nominees
           
 01    Herbert Conrad02    Roelof Rongen03    Eric Ende04    Stefano Ferrari05      James Scibetta 
 06    Adam Stern        
The Board of Directors recommends you vote FOR the following proposal:ForAgainstAbstain 
2.To ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending December 31, 2017.☐☐☐
NOTE:To consider any other matters that may properly come before the Annual Meeting.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date

A-2

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice & Proxy Statement, Form 10-K is/are available at www.proxyvote.com.

MATINAS BIOPHARMA HOLDINGS INC.
Annual Meeting of Stockholders
October 25, 2017 9:00 AM
This proxy is solicited by the Board of Directors

The stockholder hereby appoints Roelof Rongen and Jerome Jabbour, or either of them, as proxies, each with the power to appoint their substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of stock of Matinas BioPharma Holdings, Inc. that the stockholder is entitled to vote at the Annual Meeting of stockholder to be held at 09:00 AM, EDT on October 25, 2017, at the offices of Lowenstein Sandler LLP, located at One Lowenstein Drive, Roseland, NJ 07068, and any adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.

Continued and to be signed on reverse side