Sec Form 3 Filing - Sanitam Partners LLC @ Matinas BioPharma Holdings, Inc. - 2025-02-13-05:00

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sanitam Partners LLC 2. Issuer Name and Ticker or Trading Symbol Matinas BioPharma Holdings, Inc. [ MTNB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 27TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/13-05:00/2025 (Street) NEW YORK, NY10105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series C Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 1,199,659 ( 1 ) ( 2 ) ( 3 ) D Warrants ( 5 ) ( 5 ) ( 5 ) Common Stock 2,399,318 ( 3 ) ( 2 ) ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sanitam Partners LLC 1345 AVENUE OF THE AMERICAS 27TH FLOOR NEW YORK, NY10105 X Signatures /s/ Adam K. Stern 02/28-05:00/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Securities Purchase Agreement dated February 13, 2025 (the "Purchase Agreement"), Sanitam purchased an aggregate of 703 shares of the Issuer's Series C Convertible Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), which are convertible into up to 1,199,659 shares of the issuer's common stock, 0.0001 par value per share ("Common Stock") and warrants (the "Warrants") which are exercisable for up to 2,399,318 shares of Common Stock. ( 2 )After April 10, 2025, each holder of Preferred Stock will be entitled to vote on an as-converted to Common Stock basis with a per share voting price of $0.6393, provided that, until Shareholder Approval is obtained, all Preferred Stock holders are prohibited from voting in the aggregate in excess of 1,016,888 shares of Common Stock, representing 19.99% of the number of shares of Common Stock outstanding immediately prior to the date of the Purchase Agreement (the "19.99% Limit"). Until Shareholder Approval is obtained, Sanitam's beneficial ownership is subject to the 19.99% Limit, or approximately 8.5% of the outstanding shares of Common Stock. ( 3 )The voting rights of the Preferred Stock and the shares of Common Stock issuable upon the exercise of the Warrants are subject to a 19.99% voting cap, applied collectively with all other holders of the Preferred Stock and Warrants until Shareholder Approval is obtained. ( 4 )From and after April 10, 2025, each share of Preferred Stock will be convertible, at the option of Sanitam Partners at the price of $0.586 (the "Conversion Price"). ( 5 )The Warrants are exercisable from and after April 10, 2025 at an exercise price equal to 110% of the Conversion Price, or $0.6446 per share, and will expire on the five-year anniversary of April 10, 2025. Until Shareholder Approval is obtained, the Warrants will only be exercisable up to the 19.99% Limit.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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