SecProbe.io

October  31, 2013

Via E -mail
Roelof Rongen
Chief Executive Officer
Matinas BioPharma Holdings, Inc.
915 Klosterman Road East
Tarpon Springs, FL 34689

Re: Matinas BioPharma Holdings, Inc.
Confidential Draft Registration Statement on Form S -1
Submitted October 4, 2013
CIK No. 0001582554

Dear Mr. Rongen:

We have reviewed your confidential draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with infor mation so we may
better understand your disclosure.

Please respond to this letter by providing the requested infor mation and either
submitting an a mended confidential draft re gistration state ment or publicly  filing your
registr ation state ment on EDGAR.  If you do  not believe our comments apply to your facts
and circu mstances or do not believe an  amendment is a ppropriate, please tell us why in your
response.

After revie wing the infor mation you provide  in response to these com ments and your
amended confidential draft registration state ment or filed registration state ment, we may have
additio nal co mments.

General

1. Please sub mit all outstanding exhibits as soon as prac ticable.  We may have further
comments upon exa mination of these  exhibits.

2. Please provide the financial statements of the registrant, Matinas BioPharma, Holdings,
Inc.  Refer to Rules 3 -01 and 3 -02 of Regulation S -X.

3. Provide us your timeline of when you first began to discuss the possibility of going
public and the a ctions taken to advance your registration statement.

Roelof Rongen
Matinas BioPharma Holdings, Inc.
October 31 , 2013
Page 2

 Table of Contents

4. Please note that it is not appropriate to state or imply that you do not have liability for the
statements in your registration statement.  Your statement at the end of the table of
contents that you have not independently verified market and industry data obtained from
outside sources could imply that you are not taking liability for the statistical and other
industry and market data included in your registration statement.  In order to eliminate
any inference that you are not liable for all of the information in your registration
statement, please delete this statement or include a statement specifically accepting
liability for these statements.

Prospectus Summary, pages 2 -3

5. We no te your references to the “proven therapeutic benefits of omega -3 fatty acids” and
your statement that you believe your product “will likely improve clinical outcomes in
reducing adverse cardiovascular events.”  We note similar statements in your business
section on pages 45 -47, as well as the statement that “[t]he cardioprotective efficacy of
omega -3 fatty acids is well established.”  With a view toward a balanced prospectus
summary, please expand to discuss whether there is conclusive evidence that omega -3
fatty acids actually reduce the risk of cardiovascular disease.  In this regard, we note the
FDA’s release from September 8, 2004 announcing a qualified health claim indicating
“supportive but not conclusive research show[ing] that consumption of EPA and  DHA
omega -3 fatty acids may reduce the risk of coronary heart disease.”

Formation of Holdings, page 4

6. In connection with your formation in June 2013, you issued 7.5 million shares of
common stock and warrants to purchase an additional 3.75 million shares of common
stock. Please disclose the terms governing the Formation warrants, including the exercise
price.

Risk Factors
“MAT9001 may infringe the intellectual property rights of others…,” page 23

7. If you plan to pursue approval of MAT9001 under Section 505(b)(2), please expand this
risk factor to disclose the specific risks related to your competitors’ ab ility to block or
delay approval of your product candidate under the 505(b)(2) approval pathway.

Risks Related to Our Common Stock , page 26

8. Please include a separate risk factor that describes the risk that if a market for your
common stock should devel op, the registration for resale of a significant portion of your
outstanding shares in this registration statement may have a depressive effect on the stock
price.

Roelof Rongen
Matinas BioPharma Holdings, Inc.
October 31 , 2013
Page 3

Application of Critical Accounting Policies
Share -Based Compensation, page 40

9. Please up date your discussion to include a table that discloses the terms of all equity
issuances, including options, warrants, common stock, and preferred stock through the
date of effectiveness.  In this regard, we note on page 77 that you had 15,250,000
warrants  outstanding as of September 30, 2013 and 1,985,000 options as of October 4,
2013. In addition, you have issued a significant number of common and preferred stock
in 2013. In addition, please address the following:
 Provide in the filing an analysis of the valuation method and assumptions used to
determine the fair value of your common stock that was used to value the equity
issuances.
 Clarify if the valuation was done contemporaneously or retrospectively and if it
was done by a related party.
 Discuss why the fair value of your common stock changed from each grant date.
 Discuss each significant factor contributing to the difference between the fair
value as of the date of grant to the estimated IPO price.
 Please note that we are deferring a final evaluation of stock compensation and
other costs recognized until the amendment containing the estimated offering
price is filed.

Business
Overview, page 45

10. Please expand disclosure to describe the specifics of “management’s significant expertise
and experience in the field of lipid science.”

MAT9001 Development Program, page 47

11. Please explicitly disclose here, if true, that you plan to pursue the FDA’s Section
505(b)(2) pathway for regulatory approval of your product candidate.  Additionally, in
your regulation section on page 53, please add a section describing the Hatch -Waxman
Amendments to the FFDCA and explaining the Section 505(b)(2) approval process,
including how that process differs from the more typical FDA approval process and what
you are required to demonstrate for approval.

Manufacturing and Supply for MAT9001, page 50

12. We note your disclosure that a supplier is preparing to manufacture GMP clinical batches
and that you have entered into an agreement with another company for enca psulation of
MAT9001 clinical trial materials.  Please file any related supply and manufacturing
agreements as exhibits to your registration statement and describe their material terms in

Roelof Rongen
Matinas BioPharma Holdings, Inc.
October 31 , 2013
Page 4

 this section.  Alternately, if you do not believe you are substantia lly dependent on any
such agreements, please advise us as to the basis of your conclusions.

Competition, page 51

13. To the extent known to you, please disclose whether any of your competitors currently
developing prescription treatments for hypertriglyceri demia will utilize a key
differentiating omega -3 fatty acid component that is neither EPA nor DHA, similar in
design to MAT9001.

Indemnification Agreements, page 64

14. Please file the form of indemnification agreement you plan to enter into with your
directors and executive officers as an exhibit to your registration statement.

Executive Compensation
Employment and Consulting Agreements, pages 65 -66

15. We note your ref erence to a consulting agreement with Mr. Gaglione.  Please disclose the
amount paid to date under this agreement.  Additionally, please file the agreement as an
exhibit to your registration statement.

Certain Relationships and Related Party Transactions
Formation of Holdings, page 74

16. Please file any related securities purchase agreements relating to the formation of the
holding company refe renced in this section as an exhibit to your registration statement.

Consulting Agreement, page 75

17. Please describe the material terms of the consulting agreement with Aegis Capital
Corporation in this section.

Merger Transaction

18. Please file the Merge r Agreement relating to the July 11, 2013 merger as an exhibit to
your registration statement.

Selling Stockholders, page 81

19. It appears that several of your selling stockholders are either broker -dealers or affiliates
of broker -dealers.  Please note th at registration statements registering the resale of shares
offered by broker -dealers must identify the broker dealers as underwriters if the shares

Roelof Rongen
Matinas BioPharma Holdings, Inc.
October 31 , 2013
Page 5

 were not issued as underwriting compensation.  For those selling stockholders that are
affiliates of broker -dealers, please advise us as to whether:
 each seller purchased the securities in the ordinary course of business; and
 at the time of purchase of the securities to be resold, the seller had any agreements
or understandings, directly or indirectly, with any  person to distribute the
securities.

Please additionally include this disclosure in the prospectus.

20. Please provide footnote disclosure identifying any of your selling stockholders that
received their shares as underwriting compensation.  As indicated ab ove, please note that
a broker -dealer that received the securities it is offering for resale as underwriting
compensation need not be identified as an underwriter.

Balance Sheets, page F -2

21. Please disclose your a ccounting policy for issuance  costs and ex plain to us how you
determined the $189,937 that was deferred at June 30, 2013.  Tell us how much of the
costs related to the July and August 2013 private placements vs. the initial public
offering.

Notes to Consolidated Financial Statements
Note F -Conver tible Redeemable Preferred Stock, page F -10

22. You disclose that the initial conversion price is subject to adjustment for certain dilutive
issuances. Please tell us what consideration was given to bifurcating the conversion
option and recording the conversi on option as a derivative.  Provide us your analysis
under ASC 815 -15-25, ASC 815 -10-15-74, and other applicable guidance.  If you do not
believe the conversion option is required to be recorded as a derivative, please provide us
your analysis of whether o r not a beneficial conversion feature is required to be recorded
pursuant to ASC 470 -20.

Note H, Subsequent Events, page F -11

23. Please provide u s your analysis supporting your  planned accounting treatment for the
July 11, 2013 Merger Agreement and your presentation of the recapitalization of Matinas
BioP harma. In particular, explain how the exchange ratio established in the merger
agreement and the legal structure of this acquisition will be reflected in the financial
statements of the registrant.  Tell us how the voting agreement discussed on page 75
affects your decision as to who the accounting acquirer is in the merger and why you
believe a recapitalization is appropriate.  Tell us if the former shareholders of Mat inas
BioPharma, Inc. had a majority ownership of Holdings after the merger and how you
considered issuance of warrants issued to the shareholders of Holdings and to the former

Roelof Rongen
Matinas BioPharma Holdings, Inc.
October 31 , 2013
Page 6

 shareholders of Matinas BioPharma, Inc. Refer to ASC 805 -40 and any technical
guidance upon which you relied.

24. Please revise to clarify that 9 million shares of Matinas BioPharma, Holdings were issued
to the former owners of Matinas BioPharma, Inc.  Tell us the expected percentage
ownership in the continuing entity to be held by the f ormer shareholders of Matinas
BioP harma , Inc.

25. For each of the private placements in July and August 2013, tell us the percentage of
stock sold to related parties.

26. Disclose if you recorded, or intend to record, any compensation expense or other costs
relating to any of the 2013 equity issuances and tell us what fair values of common stock
were used to calculate the compensation.  For example, you issued warrants for $.04 per
warrants with an exercise price of $2 per share.  Tell us the fair value of co mmon stock
used to value those warrants and how you intend to account for the issuance.

27. You disclose on page 40 that in October 2013 you granted 735,000 Options to Board
members and 1,050,000 Options to members of the management team at an exercise
price of $0.94 per share .  Please revise your disclosure to clarify the date of the grant.
Please tell us the fair value of your common stock on the date of grant and tell us if you
intend to record any compensation for these option grants. Provide additional disclosure
as necessary.

28. Please provide us a schedule of all the warrant issuances since inception, the terms of
those issuances, and provide an analysis for each issuance as to whether or not the
warrants are required to be recorded as derivatives.   Ref er to ASC 815 -15-25, ASC 815 -
10-15-74, and other applicable guidance .

If you intend to respond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

Please keep in mind that we may publicly post filing review correspondence in
accordance with our Decem ber 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm). If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark  that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

Roelof Rongen
Matinas BioPharma Holdings, Inc.
October 31 , 2013
Page 7

 You may contact Frank Wyman at (202) 551 -3660 or Mary Mast at (202) 551 -3613 if
you have questions regarding  comments on the financial statements and related matters. Please
contact Austin Stephenson at (202) 551 -3192 or me at (202) 551 -3715 with any other questions.

Sincerely,

         /s/ Jeffrey P. Riedler

Jeffrey P. R iedler
Assista nt Direct or

cc: Via E -mail
Steven Skolnick, Esq.
 Lowenstein Sandler LLP