MATINAS BIOPHARMA HOLDINGS, INC. (OTCMKTS:MTNB) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On April 28, 2017, Matinas BioPharma Holdings,Inc. (the Company)
entered into a Controlled Equity Offering^SMSales
Agreement (the Sales Agreement) with Cantor Fitzgerald Co.
(Cantor Fitzgerald), as sales agent, to which the Company may
offer and sell, from time to time, through Cantor Fitzgerald
shares of its common stock, par value $0.0001 per share.

The Company is not obligated to sell any shares under the Sales
Agreement. Subject to the terms and conditions of the Sales
Agreement, Cantor Fitzgerald will use commercially reasonable
efforts consistent with its normal trading and sales practices,
applicable state and federal law, rulesand regulations and the
rulesof the NYSE MKT LLC, or NYSE MKT, to sell shares from time
to time based upon the Companys instructions, including any
price, time or size limits specified by the Company. Upon
delivery of a placement notice, and subject to the Companys
instructions in that notice, and the terms and conditions of the
sales agreement generally, Cantor Fitzgerald Co. may sell our
common stock by any method permitted by law deemed to be an at
the market offering as defined by Rule 415(a)(4) promulgated
under the Securities Act of 1933, as amended, including sales
made directly on or through the NYSE MKT or any other existing
trading market for our common stock, in negotiated transactions
at market prices prevailing at the time of sale or at prices
related to such prevailing market prices and/or any other method
permitted by law.

Cantor Fitzgeralds obligations to sell shares under the Sales
Agreement are subject to satisfaction of certain conditions,
including customary closing conditions. The Company will pay
Cantor Fitzgerald a commission of 3.0% of the aggregate gross
proceeds from each sale of shares and has agreed to provide
Cantor Fitzgerald with customary indemnification and contribution
rights. The Company has also agreed to reimburse Cantor
Fitzgerald for certain specified expenses. The offering of our
common stock to the Sales Agreement will terminate upon the
termination of the Sales Agreement as permitted therein. We and
Cantor Fitzgerald may each terminate the Sales Agreement at any
time upon ten days prior notice.

Sales of shares of common stock under the Sales Agreement will be
made to the registration statement on FormS-3 (File
No.333-217106), which was declared effective by the Securities
and Exchange Commission (the SEC) on April 12, 2017, and a
related prospectus supplement filed with the SEC on April 28,
2017, for an aggregate offering price of up to $30.0 million.

The foregoing summary of the Sales Agreement does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Sales Agreement, which is filed herewith as
Exhibit1.1.

This Current Report on Form8-K shall not constitute an offer to
sell or the solicitation of an offer to buy any shares under the
Sales Agreement, nor shall there be any sale of such shares in
any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state.

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 down -0.11 at 2.73 with 183,288 shares trading hands.