SecProbe.io

June 17, 2015

Via E -mail
Roelof Rongen
Chief Executive Officer
Matinas BioPharma Holdings, Inc.
1545 Route 206 South, Suite 302
Bedminster, New Jersey 07921

Re: Matinas BioPharma Holdings, Inc.
  Registration Statement on Form S-1
Filed June 9, 2015
  File No. 333-204825

Dear Mr. Rongen :

We have limited our review of your registration statement to those issues we have
addressed in our comment.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have  additional comments.

Documents Incorporated By Reference, page 21

1. We note that the last reported price of your common stock was $1.33 per share on June 4,
2015.  We also refer to the “penny stock” risk factor disclosure on page 63 of your Form
10-K filed on March 31, 2015  where y ou disclose that your shares are “subject to the
penny stock rules” so long as the trading pri ce of your common stock is below $5.00 per
share .  As you appear to be subject to the penny stock rules,  you are not eligible to rely
on incorporation by reference to provide information required pursuant to the  item
requirements of Form S -1.  Refer to  General Instruction VII.D.1.(c)  of Form S -1.
Accordingly, p lease amend your  registration statement to  include all information required
by Form S -1.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

Roelof Rongen
Matinas BioPharma Holdings, Inc.
June 17, 2015
Page 2

 possession of all facts relating to a company’s disclosure, they are responsible for t he accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging  that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pu rsuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request f or acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as th ey relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Tara Keating Brooks  at (202) 551 -8336 , Bryan Pitko  at (202) 551 -3203 or
me at (202) 551 -3715  with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

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