SecProbe.io

CORRESP
1
filename1.htm

September
23, 2019

VIA
EDGAR TRANSMISSION

Division
of Corporation Finance

Office
of Healthcare and Insurance

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

    RE:
    Matinas BioPharma Holdings, Inc.

    Preliminary Proxy Statement on Schedule 14A

    Filed September 13, 2019

    File
    No. 001-38022

Dear
Ms. Westbrook:

I
am writing on behalf of Matinas BioPharma Holdings, Inc. (the “Company”), in response to the letter from the
Staff of the Division of Corporation Finance (the “Staff”), of the U.S. Securities and Exchange Commission,
dated September 20, 2019 (the “Comment Letter”) relating to the above-referenced Preliminary Proxy Statement
on Schedule 14A (the “Preliminary Proxy”). Set forth below is the Company’s response to the comment raised
in the Comment Letter. For the convenience of the Staff, the comment in the Comment Letter is reprinted in bold and is followed
by the Company’s response.

Concurrently
with this letter, the Company is filing Amendment No. 1 to the Preliminary Proxy (“Amendment No. 1”) which
reflects revisions made to the Preliminary Proxy in response to the comments of the Staff. Unless otherwise noted, the page numbers
in the bold headings and the responses below refer to pages in Amendment No. 1. Capitalized terms used but not defined herein
have the meaning given to such terms in Amendment No. 1.

Christine
Westbrook

September
23, 2019

Page
2

Preliminary
Proxy Statement on Schedule 14A filed on September 13, 2019

Proposal
3: Approval of an Amendment to the Company’s Certificate of Incorporation to Increase our Authorized Shares of Common Stock,
page 32

    1.
    Please
    expand your disclosure to include the general effect of the proposal to increase your authorized shares of common stock. Refer
    to Item 19 of Schedule 14A.

    Response:
    In response to the Staff’s comment, the Company has revised its disclosure on page 32 of Amendment No. 1 to expand its
    disclosure to include the general effect of the proposal to increase its authorized shares of common stock. The text of the
    additional disclosure is included as Exhibit A hereto.

Should
the Staff have additional questions or comments regarding the foregoing or Amendment No. 1, please contact me at 973-597-2476.

    Very truly yours,

    By:
    /s/
    Steven M. Skolnick

    Steven M. Skolnick

    cc:
    Jerome D. Jabbour

    Matinas BioPharma Holdings, Inc.

SCEHDULE
A

Disadvantages
to an increase in the number of authorized shares of Common Stock include:

    ●
    Stockholders
    will experience further dilution of their ownership.

    ●
    Stockholders will
    not have any preemptive or similar rights to subscribe for or purchase any additional shares of Common Stock that may be issued
    in the future, and therefore, future issuances of Common Stock may, depending on the circumstances, will have a dilutive effect
    on the earnings per share, voting power and other interests of existing stockholders of the Company.

    ●
    The additional shares
    of Common Stock for which authorization is sought in this proposal would be part of the existing class of Common Stock and,
    if and when issued, would have the same rights and privileges as the shares of Common Stock presently outstanding.

    ●
    The issuance of
    authorized but unissued stock could be used to deter a potential takeover of the Company that may otherwise be beneficial
    to stockholders by diluting the shares held by a potential suitor or issuing shares to a stockholder that will vote in accordance
    with the Board’s desires. A takeover may be beneficial to independent stockholders because, among other reasons, a potential
    suitor may offer such stockholders a premium for their shares of stock compared to the then-existing market price. We do not
    have any plans or proposals to adopt provisions or enter into agreements that may have material anti-takeover consequences.