MATINAS BIOPHARMA HOLDINGS, INC. (OTCMKTS:MTNB) Files An 8-K Unregistered Sales of Equity Securities

Item 3.02.

Matinas BioPharma Holdings, Inc. previously filed a Schedule TO
to which it offered (the Offer to Amend and Exercise) to amend
certain outstanding warrants (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 (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 (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 (the Exchange Act), 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. 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.

The Company retained Aegis Capital Corp. (Aegis Capital) to act
as its Warrant Agent for the Offer to Amend and Exercise 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, the
Company agreed to reimburse Aegis Capital for its reasonable
out-of-pocket expenses and attorneys fees, including a $35,000
non-accountable expense allowance. The foregoing description of
the Warrant Agent Agreement is intended to be a summary and is
qualified in its entirety by reference to such document, which
was previously filed as Exhibit (d)(1) to the Companys Schedule
TO filed with the SEC.

The Company issued the Original Warrants in private placement
transactions in reliance on the exemptions from registration
provided by Section 4(a)(2) of the Securities Act and/or Rule
506(b) of Regulation D promulgated thereunder. Similarly, the
issuance of the shares of the Companys common stock upon the
amendment and exercise of the 30,966,350 Original Warrants was
exempt from registration under the Securities Act to Section
4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D
promulgated thereunder.

On January 19, 2017, the Company issued a press release to report
the results of the Offer to Amend and Exercise. The press release
is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the
information in this Item 7.01 of this Current Report on Form 8-K,
including Exhibits 99.1, shall not be deemed filed for the
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Exchange Act or the
Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such a filing.

About MATINAS BIOPHARMA HOLDINGS, INC. (OTCMKTS:MTNB)

Matinas BioPharma Holdings, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in identifying and developing therapeutics for the treatment of serious and life-threatening infections. It is engaged in developing a pipeline of product and development candidates, with an initial focus on serious fungal and bacterial infections. Its cochleate delivery technology platform is designed for the targeted delivery of pharmaceuticals directly to the site of infection or inflammation. Its MAT 2203 is an oral formulation of a spectrum anti-fungal drug called amphotericin B, which uses its cochleate delivery technology. Its MAT2501 is an orally administered, encochleated formulation of the spectrum aminoglycoside antibiotic amikacin, which may be used to treat different types of multidrug-resistant bacteria, including non-tubercular mycobacterial infections (NTM), as well as various multidrug-resistant gram negative and intracellular bacterial infections.

MATINAS BIOPHARMA HOLDINGS, INC. (OTCMKTS:MTNB) Recent Trading Information

MATINAS BIOPHARMA HOLDINGS, INC. (OTCMKTS:MTNB) closed its last trading session up +0.05 at 1.89 with 62,708 shares trading hands.