Sec Form 3 Filing - STERN ADAM K @ 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 STERN ADAM K 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 6TH AVENUE, 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 Common Stock 210,687 ( 1 ) I See Footnote ( 1 )

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 ( 3 ) ( 3 ) ( 3 ) Common Stock 2,399,318 ( 2 ) I A. Stern as managing partner for Sanitam ( 5 ) Warrants ( 4 ) ( 4 ) ( 4 ) Common Stock 4,798,636 ( 2 ) I A. Stern as managing partner for Sanitam ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STERN ADAM K 1345 6TH AVENUE 27TH FLOOR NEW YORK, NY10105 X Signatures /s/ Adam K. Stern 04/09-05:00/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Adam Stern is the direct and indirect holder of 210,687 shares of Common Stock, $0.0001 par value per share ("Common Stock"). This number includes28,260 shares owned by Mr. Stern, 118,577 shares owned by A.K.S. Family Partners LP ("AKSLP"), 26,500 shares owned by AKS Family Foundation ("AKS"),21,350 shares owned by Stern Aegis Ventures, LLC Defined Benefit Plan, 6,000 shares owned by Pavillion Capital Partners LLC, 6,000 shares owned by PiperVenture Partners LLC, 1,000 shares owned by IRA Adam K Stern - Rollover IRA, and 3,000 shares owned by Stern Aegis Ventures LLC 401k Plan. Mr. Stern hasvoting and investment control of the securities held by AKSLP and AKS. Mr. Stern disclaims beneficial ownership of the securities held by AKSLP and AKSexcept as relates to his pecuniary interest in such securities. ( 2 )Pursuant to the Securities Purchase Agreement, dated February 13, 2025, Sanitam purchased an aggregate of 1,406 shares of the Issuer's Series C Convertible Preferred Stock, par value $0.0001 per share (the "Preferred Stock") with a stated value of $1,000 per share of Preferred Stock, and 4,798,636 Warrants for gross proceeds of $1,406,000.00. The Preferred Stock and Warrants were sold in two tranches with each tranche consisting of 703 shares of Preferred Stock and 2,399,318 Warrants. The first tranche was issued on February 13, 2025 and the second tranche was issued on April 8, 2025. ( 3 )From and after April 4, 2025, each share of Preferred Stock will be convertible, at the option of Santiam Partners LLC ("Sanitam") at the price of $0.586 (the "Conversion Price"). Each holder of Preferred Stock is entitled to vote on an as-converted to Common Stock basis with a per share voting price of $0.6393, granting Sanitam voting power from the Preferred Strock of up to 30.2% of the outstanding Common Stock. Sanitam's beneficial ownership is subject to a 9.99% limit on the shares of Common Stock issuable upon conversion of the Preferred Stock and a 4.99% limit on the shares of Common Stock issuable upon exercise of the Warrants. ( 4 )The Warrants are exercisable from and after April 8, 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 8, 2025. ( 5 )Mr. Stern does not directly own any Preferred Stock or Warrants, however, as the sole manager of Sanitam, Mr. Stern may be deemed to beneficially own securities of the Issuer beneficially owned by Sanitam and share Sanitam's voting power.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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