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CORRESP
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filename1.htm

July
27, 2020

VIA
EDGAR TRANSMISSION

Jason
L. Drory, Attorney

U.S.
Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

    RE:
    Matinas
    BioPharma Holdings, Inc.

    Registration Statement
    on Form S-3

    Filed July 2, 2020

    File No. 333-239675

Dear
Mr. Drory:

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 July 16, 2020 (the “Comment Letter”) relating to the above-referenced Registration Statement on Form
S-3 (the “Registration Statement”). Set forth below is the Company’s response to the comments raised
in the Comment Letter. For the convenience of the Staff, the comments in the Comment Letter are reprinted in bold and are followed
by the Company’s responses.

Concurrently
with this letter, the Company is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”) which
reflects revisions made to the Registration Statement 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 the Registration Statement. Capitalized terms used but
not defined herein have the meaning given to such terms in the Registration Statement.

Jason
L. Drory

July
27, 2020

Page 2

Registration
Statement on Form S-3

 General

1. We
                                         note that Article XI of your certificate of incorporation identifies the Court of Chancery
                                         of the State of Delaware as the sole and exclusive forum for certain litigation, including
                                         any “derivative action.” Please disclose whether this provision applies to
                                         actions arising under the Securities Act or Exchange Act. In that regard, we note that
                                         Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits
                                         brought to enforce any duty or liability created by the Exchange Act or the rules and
                                         regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction
                                         for federal and state courts over all suits brought to enforce any duty or liability
                                         created by the Securities Act or the rules and regulations thereunder. If the provision
                                         applies to Securities Act claims, please also revise your prospectus to state that there
                                         is uncertainty as to whether a court would enforce such provision and that investors
                                         cannot waive compliance with the federal securities laws and the rules and regulations
                                         thereunder. If this provision does not apply to actions arising under the Securities
                                         Act or Exchange Act, please also ensure that the exclusive forum provision in the governing
                                         document states this clearly, or tell us how you will inform investors in future filings
                                         that the provision does not apply to any actions arising under the Securities Act or
                                         Exchange Act.

  Response:
                                         The Company respectfully advises the Staff that the Company’s forum selection provision
                                         provides that the Court of Chancery of the State of Delaware has exclusive jurisdiction
                                         over only certain matters to the “fullest extent permitted by law”. Accordingly,
                                         this provision is not intended to apply to claims arising under the Securities Act of
                                         1933, as amended, for which federal and state courts have concurrent jurisdiction, and
                                         the Securities Exchange Act of 1934, as amended, for which federal courts have exclusive
                                         jurisdiction. In response to the Staff’s comment, the Company has revised its disclosure
                                         on page 8 of Amendment No. 1 to clarify the intent of the Company’s forum selection
                                         provision. The Company has also added a risk factor on page S-4 of the Prospectus Supplement
                                         included as part of the Registration Statement describing the Company’s forum selection
                                         provision and its intent.

2. We
                                         note your disclosure in your risk factor on page 67 of your Form 10-K filed on March
                                         9, 2020, where you state, “our certificate of incorporation further provides that
                                         the federal district courts of the United States of America will be the exclusive forum
                                         for resolving any complaint asserting a cause of action arising under the Securities
                                         Act, subject to and contingent upon a final adjudication in the State of Delaware of
                                         the enforceability of such exclusive forum provision.” We note the forum selection
                                         provision in Exhibit 3.01 does not address Securities Act claims. Please revise your
                                         disclosure in future filings or advise.

  Response:
                                         The Company respectfully advises the Staff that it intends to add the risk factor describing
                                         the Company’s forum selection provision and its intent in its next Quarterly Report
                                         on Form 10-Q and in future registration statements, as applicable.

Jason
L. Drory

July
27, 2020

Page 3

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/
    Steve Skolnick

    Steve
    Skolnick

    cc:
    Jerome
    D. Jabbour

    Matinas
    BioPharma Holdings, Inc.