SecProbe.io

CORRESP
 1
 filename1.htm

 Matinas BioPharma Holdings, Inc.

 1545 Route 206 South, Suite 302

 Bedminster, New Jersey 07921

 April 28, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Matinas BioPharma Holdings, Inc.
 Registration
 Statement on Form S-3 (File No. 333-286686)

 Filed
on April 22, 2025

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, Matinas BioPharma Holdings, Inc. hereby requests that the above-referenced Registration
Statement (the " Registration Statement ") be declared effective by the Securities and Exchange Commission at 4:00 p.m.,
Eastern Time, on April 29, 2025, or as soon as practicable thereafter.

 Please call Tracy Buffer of
Lowenstein Sandler LLP at (973) 597-2434 to confirm the effectiveness of the Registration Statement or with any questions.

 Very truly yours,

 MATINAS BIOPHARMA HOLDINGS, INC.

 By:
 /s/ Jerome D. Jabbour

 Name:
 Jerome D. Jabbour

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 28, 2025

Jerome D. Jabbour
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-3
 Filed April 22, 2025
 File No. 333-286686
Dear Jerome D. Jabbour:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Chris Edwards at 202-551-6761 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Steven M. Skolnick, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
June 16, 2023
Jerome D. Jabbour
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-3
Filed June 9, 2023
File No. 333-272580
Dear Jerome D. Jabbour:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven M. Skolnick, Esq.

CORRESP
1
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Matinas
BioPharma Holdings, Inc.

1545
Route 206 South, Suite 302

Bedminster,
New Jersey 07921

June
16, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Matinas
    BioPharma Holdings, Inc.

    Registration
    Statement on Form S-3 (File No. 333-272580)

    Filed
    on June 9, 2023

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Matinas BioPharma Holdings Corp. hereby requests that the above-referenced
Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission
at 4:00 p.m., Eastern Time, on June 20, 2023, or as soon as practicable thereafter.

Please
call Irina Ishak of Lowenstein Sandler LLP at (973) 422-6406 to confirm the effectiveness of the Registration Statement or with any questions.

    Very
    truly yours,

    MATINAS
    BIOPHARMA HOLDINGS, INC.

    By:
    /s/
    Jerome D. Jabbour

    Name:
    Jerome
    D. Jabbour

    Title:
    Chief
    Executive Officer

CORRESP
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Matinas
BioPharma Holdings, Inc.

1545
Route 206 South, Suite 302

Bedminster,
New Jersey 07921

July
31, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Matinas
                                         BioPharma Holdings, Inc.

    Registration
                                         Statement on Form S-3 (File No. 333- 239675)

    Filed
                                         on July 2, 2020, as subsequently amended on July 27, 2020

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Matinas BioPharma Holdings Corp. hereby requests that the
above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities
and Exchange Commission at 4:00 p.m., Eastern Time, on August 7, 2020, or as soon as practicable thereafter.

Please
call Irina Ishak of Lowenstein Sandler LLP at (973) 422-6406 to confirm the effectiveness of the Registration Statement or with
any questions.

[Signature
page follows.]

U.S.
Securities and Exchange Commission

July
31, 2020

Page
2

    Very
    truly yours,

    MATINAS
    BIOPHARMA HOLDINGS, INC.

    By:
    /s/
    Jerome D. Jabbour

    Name:
    Jerome
    D. Jabbour

    Title:
    Chief
    Executive Officer

    - 2 -

CORRESP
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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.

United States securities and exchange commission logo
July 16, 2020
Jerome D. Jabbour
Chief Executive Officer
Matinas BioPharma Holdings, Inc.
1545 Route 206 South, Suite 302
Bedminster, NJ 07921
Re:Matinas BioPharma Holdings, Inc.
Registration Statement on Form S-3
Filed July 2, 2020
File No. 333-239675
Dear Mr. Jabbour:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-3 Filed July 2, 2020
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

 FirstName LastNameJerome D.  Jabbour
 Comapany NameMatinas BioPharma Holdings, Inc.
 July 16, 2020 Page 2
 FirstName LastName
Jerome D.  Jabbour
Matinas BioPharma Holdings, Inc.
July 16, 2020
Page 2
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.
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jason L. Drory at 202-551-8342 or Christine Westbrook at 202-551-
5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven M. Skolnick, Esq.

September 24, 2019
Jerome D. Jabbour
Chief Executive Officer
Matinas BioPharma Holdings, Inc.
1545 Route 206 South
Suite 302
Bedminster, New Jersey 07921
Re:Matinas BioPharma Holdings, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed September 13, 2019
File No. 001-38022
Dear Mr. Jabbour:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Steven M. Skolnick, Esq.

CORRESP
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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.

September 20, 2019
Jerome D. Jabbour
Chief Executive Officer
Matinas BioPharma Holdings, Inc.
1545 Route 206 South
Suite 302
Bedminster, New Jersey 07921
Re:Matinas BioPharma Holdings, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed September 13, 2019
File No. 001-38022
Dear Mr. Jabbour:
            We have reviewed your filing and have the following comment.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
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.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameJerome D. Jabbour
 Comapany NameMatinas BioPharma Holdings, Inc.
 September 20, 2019 Page 2
 FirstName LastName
Jerome D. Jabbour
Matinas BioPharma Holdings, Inc.
September 20, 2019
Page 2
            You may contact Christine Westbrook at 202-551-5019 or Mary Beth Breslin at 202-551-
3625 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Steven M. Skolnick

CORRESP
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December 28, 2016

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Attn: David L. Orlic

 Re: Matinas BioPharma Holdings, Inc.

Tender Offer Statement
on Schedule TO

Filed December 14,
2016

File No. 005-89724

Dear Mr. Orlic:

On behalf of Matinas BioPharma Holdings,
Inc. (the “Company”), we are hereby responding to the letter, dated December 21, 2016 (the “Comment Letter”),
from David L. Orlic, Special Counsel, Office of Mergers and Acquisitions (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), regarding the Company’s Tender Offer Statement on Schedule TO, filed on December
14, 2016 (the “Tender Offer Statement”).

For ease of reference, set forth below
in bold are the comments of the Staff with respect to the Tender Offer Statement, as reflected in the Comment Letter. The Company’s
response is set forth below each comment. Capitalized terms used herein have the meanings set forth in the Tender Offer Statement
unless defined herein.

The Company has authorized us to respond
to the Comment Letter as follows:

Exhibit (a)(1)(B)

Important Procedures, page 2

1. Disclosure states that a holder may withdrawal after February
13, 2017, if tenders have not been accepted by that time. We believe this date should be February 10, 2017 pursuant to Rule 13e-4(f)(2)(ii).
Please advise.

On behalf of the Company, we advise the
Staff that the Company will revise the Tender Offer Statement to correct the date.

Because we do not have any formal commitments …,
page 14

2. Disclosure states that directors and executive officers
collectively hold 6,251,492 Original Warrants. Please reconcile this disclosure with that appearing on page 58.

On behalf of the Company, we advise the
Staff that the Company will revise the Tender Offer Statement to indicate that directors and executive officers collectively hold
6,551,492 Original Warrants.

    U.S. Securities & Exchange Commission

Page 2   December 28, 2016

Exhibit (a)(1)(C)

Acknowledgments and Representations and Warranties, page
4

3. Representations and warranties (2) through (5), set forth
on page 5, appear to operate as disclaimers or waivers of rights and/or to impermissibly restrict participation in the tender offer
under Rule 13e-4(f)(8)(i). Please revise to eliminate these representations as a requirement to tender, or provide an analysis
as to how these representations do not so operate and are consistent with Rule 13e-4(f)(8)(i).

In response to
the Staff’s comments, the Company does not believe the representations and warranties (2) through (5), set forth on page
5, operate as disclaimers or waivers of rights and/or to impermissibly restrict participation in the tender offer based on the
particular facts of this situation.

The Company issued
the Original Warrants in private placement transactions in reliance on the exemption from registration provided by Rule 506 of
Regulation D under the Securities Act of 1933 (the “Securities Act”) inasmuch as these previous private placement transactions
occurred without any form of general solicitation or general advertising. The holders of the Original Warrants (other than the
Placement Agent Warrants) previously made substantially the same representations and warranties to the Company in connection with
such private placement transactions as are contained in representations (2) through (5). As such, the Company anticipates that
the holders of the Original Warrants will have no problem making such representations and warranties again in connection with the
offer to amend the Original Warrants. Furthermore, based on discussions with the Placement Agent, the Company anticipates that
the holders of the Placement Agent Warrants will also be able to make such representations and warranties in connection with the
offer to amend the Original Warrants.

The Company intends
to rely on Section 4(a)(2) of the Securities Act, and Rule 506 promulgated thereunder, as an exemption for its offer to amend
the Original Warrants and to issue the underlying shares of common stock upon exercise of the amended warrants. The Company has
implemented the Offer to Amend and Exercise without any form of general solicitation or general advertising. The Company intends
to rely on such representations and warranties in determining that such exemptions are available for its offer to amend the Original
Warrants and issue the underlying shares. The Company acknowledges that it cannot exclude any holders who fail to make the representations
and warranties (2) through (5), set forth on page 5 of Exhibit (a)(1)(C) and that the Company may be required to cancel its offer
to amend the Original Warrants if any holders fail to make such representations and warranties.

However, based
on the prior representations and warranties provided by holders in connection with prior private placement transactions and discussions
with the Placement Agent with respect to the Placement Agent Warrants, the Company anticipates that each of the holders of the
Original Warrants will be able to make the representations and warrants set forth on page 5 of Exhibit (a)(1)(C), and will in fact
make such representations and warranties, that the Offer to Amend and Exercise will qualify for an exemption from registration
under the Securities Act, and, most importantly for these purposes, that no one will be excluded from participating in the tender
offer by reason of the inclusion of these representations and warranties..

    U.S. Securities & Exchange Commission

Page 3   December 28, 2016

If you have any questions with respect
to the foregoing, please feel free to call me at (973) 597-2476 or Meredith Prithviraj at (973) 597-2396.

Very truly yours,

/s/ Steven Skolnick

Steven Skolnick

December  21, 2016

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

Re: Matinas BioPharma Holdings,  Inc.
Tender Offer Statement on Schedule TO
Filed December 14 , 2016
File No.  005-89724

Dear Mr. Rongen :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better  understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circums tances or do not believe an amendment is
appropriate, please  tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Exhibit (a)(1)(B)

Important Procedures, page 2

1. Disclosure sta tes that a holder may withdraw  after February 13, 2017, if tenders have not
been accepted  by that time .  We believe this date should be February 10, 2017  pursuant to
Rule 13e -4(f)(2)(ii) .  Please advise.

Because we  do not have any formal commitments …, page 14

2. Disclosure states that directors and executive officers collectively hold 6,251,492
Original Warrants .  Please reconcile this disclosure with that appearing on page 58.

Roelof Rongen
Matinas BioPharma Holdings, Inc.
December 21 , 2016
Page 2
 Exhibit (a)(1)(C)

Acknowledgments and Representations and Warranties, page 4

3. Representations and warranties (2) through (5) , set forth on page 5,  appear to operate as
disclaimers or waivers of rights  and/or to impermissibly restrict participation  in the tender
offer  under  Rule 13e -4(f)(8)(i).   Please revise to eliminate these representat ions as a
requirement to tender, or provide an analysis as to how these represen tations do not so
operate and are consistent with Rule 13e -4(f)(8)(i).

We remind you that the filing person (s) are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

You may contact me at (202) 551 -3503 if you have any questions .

Sincerely,

/s/ David L. Orlic

David L. Orlic
Special Co unsel
Office of Mergers and Acquisitions

cc: Steven Skolnick, Esq.
Lowenstein Sandler LLP

CORRESP
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Matinas BioPharma Holdings, Inc.

1545 Route 206 South, Suite 302

Bedminster, New Jersey 07921

November 16, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C.  20549

Attn: Johnny Gharib

 Re: Matinas BioPharma Holdings, Inc.

Registration Statement on Form S-1 (File
No. 333-214391)

Dear Mr. Gharib:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, Matinas BioPharma Holdings, Inc. (the “Company”) hereby
requests that the above-referenced Registration Statement on Form S-1 (File No. 333-214391) (the “Registration Statement”)
be declared effective by the Securities and Exchange Commission (the “Commission”) at 4:00 p.m., Eastern Standard Time,
on Friday, November 18, 2016, or as soon as practicable thereafter.

In connection with
the acceleration of the Registration Statement, the Company hereby acknowledges the following:

 · 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 pursuant 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 of the Registration
Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

Please
call Steven M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 to
confirm the effectiveness of the Registration Statement or with any questions.

Very truly yours,

MATINAS BIOPHARMA HOLDINGS, INC.

By: /s/ Roelof Rongen

Name: Roelof Rongen

Title:
	Chief Executive Officer

November 10 , 2016

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  November 2 , 2016
  File No.  333-214391

Dear Mr. Rongen :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Johnny Gharib  at (202) 551 -3170 with any questions.

Sincerely,

 /s/ Joseph McCann for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

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

Mail Stop 4546
September 21, 2016

Jerome Jabbour
President
Matinas Biopharma Holdings, Inc.
1545 Route 206 South, Suite 302
Bedminster, New Jersey 07921

Re: Matinas Biopharma Holdings, Inc.
  Preliminary Proxy Statement on Schedule 14A
Filed September 12, 2016
  File No. 333 -193455

Dear  Mr. Jabbour :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Erin K. Jaskot, for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

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September
20, 2016

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Attn: Tara Keating Brooks

 Re: Matinas BioPharma Holdings, Inc.

Preliminary
Proxy Statement on Schedule 14A

Filed September 12, 2016

File No. 333-193455

Dear Ms. Keating Brooks:

On behalf of Matinas BioPharma Holdings,
Inc. (the “Company”), we are hereby responding to the letter, dated September 19, 2016 (the “Comment Letter”),
from Suzanne Hayes, Assistant Director (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
regarding the Company’s Preliminary Proxy Statement on Schedule 14A, filed on September 12, 2016 (the “Proxy Statement”).

For ease of reference, set forth below
in bold are the comments of the Staff with respect to the Proxy Statement, as reflected in the Comment Letter. The Company’s
response is set forth below each comment. Capitalized terms used herein have the meanings set forth in the Proxy Statement unless
defined herein.

The Company has authorized us to respond
to the Comment Letter as follows:

1.        Please provide
your analysis as to whether the contemplated reverse stock split, cashing out of fractional shares and the potential reduction
in the number of shareholders may constitute a going private transaction pursuant to Rule 13e-3 of the Exchange Act by producing
a ``going private effect´´ as specified in that rule. If so, please comply with the requirements as set forth in paragraphs
(d), (e), and (f) of Rule 13e-3.

Response:

The Company does not believe that the contemplated reverse stock
split is reasonably likely to have, nor will it have the purpose of producing, a going-private effect within the meaning of Rule
13a-3. As disclosed in the proxy, the primary purpose for the proposed reverse stock split is to allow the Company to meet the
required minimum bid price to list on a national securities exchange such as NASDAQ or NYSE MKT, which is consistent with remaining
a public company and not with going private. Furthermore, as disclosed on page 35 of the Proxy Statement “the Board does
not intend for this [reverse split] to be the first step in a series of plans or proposals of a “going private transaction”
within the meaning of Rule 13e-3 of the Exchange Act.” The Company supplementally advises the Staff that prior to filing
the Proxy Statement, its common stock was held by less than 300 holders of record and the Company would be eligible to suspend
its reporting obligations under Section 15(d) even if it did not implement a reverse split. Therefore the potential reduction in
the number of shareholders as result of the cashing out of fractional shares would therefore not produce the going private effect
specified in Rule 13e-3(a)(3)(ii)(A).

    U.S. Securities & Exchange Commission
 Page 2

 September 20, 2016

If you have any questions with respect
to the foregoing, please feel free to call me at (973) 597-2476 or Meredith Prithviraj at (973) 597-2396.

Very truly yours,

/s/ Steven Skolnick

Steven Skolnick

SS:vl

26503/12

Mail Stop 4546
September 19, 2016

Jerome Jabbour
President
Matinas Biopharma Holdings, Inc.
1545 Route 206 South, Suite 302
Bedminster, New Jersey 07921

Re: Matinas Biopharma Holdings, Inc.
  Preliminary Proxy  Statement  on Schedule 14 A
Filed September 12, 2016
  File No. 333-193455

Dear Mr. Jabbour :

We have limited our review of your preliminary proxy  statement to the issue we have
addressed in our comment.  Please respond to this letter by revising the preliminary proxy
statement .  Where you do not believe our comment applies to your facts and circumstances,
please tell us why in your response.

After reviewing any information you provide in response to this comment, we may have
additional comments.

1. Please provide your analysis as to whether the contemplated reverse stock split, cashing
out of fractional shares and the potential reduction in the n umber of shareholders may
constitute a going private transaction pursuant to Rule 13e -3 of the Exchange Act by
producing a ``going private effect´´ as specified in that rule. If so, please comply with the
requirements as set forth in paragraphs (d), (e), a nd (f) of Rule 13e -3.

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 Exchange Act of
1934 and all applicable Exchange Act rules re quire.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comment, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Jerome Jabbour
Matinas Biopharma Holdings, Inc.
September 19, 2016
Page 2

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

You may contact Tara Keating Brooks at (202) 551-8336 or Erin Jaskot at (202) 551 -
3442 with any questions.

Sincerely,

 /s/ Erin K. Jaskot, for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

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Matinas BioPharma Holdings, Inc.

1545 Route 206 South, Suite 302

Bedminster, New Jersey 07921

July 21, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C.  20549

Attn: Tara Keating Brooks

 Re: Matinas BioPharma Holdings, Inc.

Registration Statement on Form S-1 (File
No. 333-204825)

Dear Mr. Foley:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, Matinas BioPharma Holdings, Inc. (the “Company”) hereby
requests that the above-referenced Registration Statement on Form S-1 (File No. 333-204825) (the “Registration Statement”)
be declared effective by the Securities and Exchange Commission (the “Commission”) at 4:00 p.m., Eastern Standard Time,
on Thursday, July 23, 2015, or as soon as practicable thereafter.

In connection with
the acceleration of the Registration Statement, the Company hereby acknowledges the following:

 · 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 pursuant 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 of the Registration
Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

Please
call Steven M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 to
confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    MATINAS BIOPHARMA HOLDINGS, INC.

    By:
    /s/ Jerome Jabbour

    Name:  Jerome Jabbour

    Title:    EVP, Chief
    Business Officer and General Counsel

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        Steven M. Skolnick

        Partner

        65 Livingston Avenue

        Roseland, NJ 07068

        T	973 597 2476

        F	973 597 2477

        sskolnick@lowenstein.com

July 8, 2015

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Attn: Tara Keating Brooks

 Re: Matinas BioPharma Holdings, Inc.

Registration Statement on
Form S-1

Filed June 9, 2015

File No. 333-204825

Dear Ms. Keating Brooks:

On behalf of Matinas BioPharma Holdings,
Inc. (the “Company”), we are hereby responding to the letter, dated June 17, 2015 (the “Comment Letter”),
from Jeffrey P. Riedler, Assistant Director (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
regarding the Company’s Registration Statement on Form S-1, filed on June 9, 2015 (the “Registration Statement”).

For ease of reference, set forth below
in bold are the comments of the Staff with respect to the Registration Statement, as reflected in the Comment Letter. The Company’s
response is set forth below each comment. Capitalized terms used herein have the meanings set forth in the Registration Statement
unless defined herein.

The Company has authorized us to respond
to the Comment Letter as follows:

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 you disclose that your shares are "subject
to the penny stock rules" so long as the trading price 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 VI I .D.1.(c) of Form S-1. Accordingly, please amend your registration
statement to include all information required by Form S-1.

U.S. Securities & Exchange Commission

Page 2

July 8, 2015

Response:

To be eligible to incorporate by reference,
a registrant is required to satisfy the requirements of General Instruction VII of Form S-1, which we believe we satisfy. Specifically
in response to the Staff’s comment, General Instruction VII.D.1(c) of Form S-1 requires that the Company is not, and during
the past three years neither the Company nor any of its predecessors was, a registrant for an offering of penny stock as defined
in Rule 3a51-1 of the Securities Exchange Act of 1934 (the “Exchange Act”). The Company’s common stock is not
a penny stock as defined in Rule 3a51-1 because the Company has been in continuous operation for at least three years and had net
tangible assets in excess of $2,000,000, thereby satisfying the requirement of Rule 3a51-1(g)(1). The Company notes that Rule 3a51-1(g)(3)
requires that net tangible assets must be demonstrated by financial statements that are the most recent financial statements for
the issuer that have been audited and reported on by an independent public accountant and are dated less than fifteen months prior
to the date of the transaction that the broker or dealer has reviewed and has a reasonable basis for believing are accurate in
relation to the date of the transaction. As reported in its audited financial statements for the year ended December 31, 2014 contained
in its annual report on Form 10-K filed with the Commission on March 31, 2015 (the “10-K”), the Company had net tangible
assets of approximately $2.2 million at December 31, 2014 and $10.5 million at December 31, 2013. Accordingly, we believe that
we satisfy all of the requirements imposed by General Instruction VII of Form S-1 and thus are eligible to incorporate by reference.

Additionally, the Company advises
the Staff that in its next quarterly report on Form 10-Q the Company will revise its “penny stock” risk factor
disclosure to disclose that “its shares may become subject to the penny stock rules” so
long as the trading price of your common stock is below $5.00 per share.

If you have any questions with respect
to the foregoing, please feel free to call me at (973) 597-2476 or Meredith Prithviraj at (973) 597-2396.

Very truly yours,

/s/ Steven M. Skolnick

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

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Matinas BioPharma Holdings, Inc.

1545 Route 206 South, Suite 302

Bedminster, New Jersey 07921

May 5, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C.  20549

Attn: Scot Foley

Re: Matinas BioPharma Holdings, Inc. Post-Effective Amendment
No. 2 to Registration Statement on Form S-1 (File No. 333-193455)

Dear Mr. Foley:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, Matinas BioPharma Holdings, Inc. (the “Company”) hereby
requests that the above-referenced Post-Effective Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-193455) (the
“Registration Statement”) be declared effective by the Securities and Exchange Commission (the “Commission”)
at 4:00 p.m., Eastern Standard Time, on Thursday, May 7, 2015, or as soon as practicable thereafter.

In connection with
the acceleration of the Registration Statement, the Company hereby acknowledges the following:

 · 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 pursuant 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 of the Registration
Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

Please
call Steven M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 to
confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    MATINAS BIOPHARMA HOLDINGS, INC.

    By:
    /s/ Roelof Rongen

    Name: Roelof Rongen

    Title: Chief Executive Officer

April 30, 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.
 Post-Effective Amendment No. 2 to Form  S-1
Filed  April 17, 2015
 File No.  333-193455

Dear Mr. Rongen :

We have reviewed your  post-effective amendment  and have the following comment.  If
you do not believe this comment is applicable  to your facts and circumstances, please tell us why
in a response.

After reviewing any information you provide in response to this comment, we may have
additional comments.

Other Comments

1. We note that you submitted an application for confidential t reatment on March 31, 2015.
Please be advised  that w e will not be in a position to grant effectiveness to your
registration statement until such time as comments to this application, if any, have been
resolved .

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
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comment, before we can d eclare the amended registration statement
effective, the company should provide us with a letter, acknowledging that:

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

Roelof Rongen
Matinas BioPharma Holdings, Inc.
April 30, 2015
Page 2

 the action of the Commission or the staff, acting pursuant 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 conta ct Scot Foley at (202) 551 -3383 , Daniel Greenspan at (202) 551 -3623 or me
at (202) 551 -3715 with any questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Michael J. Lerner,  Esq.
 Steven M. Skolnick, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020

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Matinas BioPharma Holdings, Inc.

1545 Route 206 South, Suite 302

Bedminster, New Jersey 07921

February 11, 2014

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Attn: Austin Stephenson

 Re: Matinas BioPharma Holdings, Inc. Registration Statement
on Form S-1 (File No. 333-193455)

Dear Mr. Stephenson:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, Matinas BioPharma Holdings, Inc. (the “Company”) hereby
requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the
Securities and Exchange Commission (the “Commission”) at 4:00 p.m., Eastern Standard Time, on Wednesday, February 12,
2014, or as soon as practicable thereafter.

In connection with
the acceleration of the Registration Statement, the Company hereby acknowledges the following:

 · 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 pursuant 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 of the Registration
Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

Please
call Steven M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 to confirm the effectiveness
of the Registration Statement or with any questions.

    Very truly yours,

    MATINAS BIOPHARMA HOLDINGS, INC.

    By:
    /s/ Roelof Rongen

    Name:
Title:
    Roelof Rongen
Chief Executive Officer

January 30 , 2014

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

Re: Matinas BioPharma  Holdings, Inc.
Registration Statement on Form S -1
Filed January 21, 2014
File No. 333 -193455

Dear Mr. Rongen:

We have reviewed your registration statement and correspondence filed January 21, 2014
and have the following additional 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
circu mstances or do not believe an  amendment is a ppropriate, please tell us why in your
response.

After revie wing any amendment to your registration statement and the infor mation you
provide  in response to this  comment, we may have additio nal co mments.

General

1. Please note that you must file all exhibits with your publicly filed Form S -1 that were
previously submitted as part of your draft registration statement.  Please file all exhibits
in the next pre -effective amendment to your registration statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclos ure
in the filing to  be ce rtain that the filing includ es the information the Secu rities Act of 1933 and
all applicable  Securities Act rules  require.  Since the co mpany and its manag ement are in
possession of all facts r elating to a co mpany’s disclosure, they are responsi ble for the acc uracy
and adequacy  of the disclos ures they have made.

Roelof Rongen
Matinas BioPharma  Holdings, Inc.
January 30, 2014
Page 2

 Notwithstanding our comment , in the e vent you request acceleration of the effe ctive date
of the pending registration s tatement please pr ovide a writt en state ment 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 Co mmission from  taking any action
with respect to the  filing;

 the action of the Com mission or the staff,  acting pursuant to delegated authority, in
declaring the filing effecti ve, does  not relieve the co mpany from  its full
responsibility for the adequacy  and accuracy of the discl osure in the filing; and

 the co mpany may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initia ted by the Commission or any person under the
federal securiti es laws of the United Stat es.

Please refer to Rules 460  and 461 re garding requests for acceleration.  We will consider a
written reque st for acceleration of the effective date of the registration state ment as confir mation
of the fact that those requesting ac celeration are aware of their respective responsibilities und er
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public  offering of the secur ities specified in the above registration state ment.  Please all ow
adequate ti me for us to  review any a mendment prior to the requested effecti ve date of the
registration state ment.

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 matter s. 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

January 6, 2014

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

Re: Matinas BioPharma Holdings,  Inc.
Amendment No. 1 to  Draft Registration Statement on Form S -1
Submitted December 20 , 2013
CIK No. 0001582554

Dear Mr. Rongen:

We have reviewed your amended confidential draft registration statement  and have the
following additional 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
registration 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 refer to prior comment 2.  As previously requested, please provide the financial
statements  of the registrant, Matinas BioP harma Holdings, Inc.   Refer to Rules 3 -01 and
3-02 of Regulation S -X.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Application of Critical Accounting Policies
Stock -Based Compensation, page 40

2. Please refer to prior comment 9 and address the following:

Roelof Rongen
Matinas BioPharma Holdings, Inc.
January 6, 2014
Page 2

  As previously requested please update your discussion to include a table that
discloses the terms of all equity issuances, including warrants,  common stock, and
preferred sto ck through the date of effectiveness.
 Where applicable as it pertains to the preceding bullet provide in the filing an
analysis of the valuation method and assumptions used to determine the fair value
of the equity issuances.
 As a reminder, please disclose  any equity issuances made up to the date of filing
and disclose the reasons for differences between the fair value used for these
equity issuances and your anticipated IPO price.  Please note that we are deferring
a final evaluation of stock compensation and other costs recognized until the
amendment containing your estimated offering price is filed.

Liquidity and Capital Resources
Cash Flows, page 45

3. Your tabular disclosure for  nine months ended  September 30, 2012 does not agree to the
financial stateme nts.  Please advise.

Business
Overview, page 48

4. We note your response to our prior comment 10 and reissue the comment.  In particular,
we note your disclosure regarding “management’s experience working on
pharmacological formulation, evaluation and clinical development in the field of lipid
science.”  P lease expand the discussion to describe the particular members of
management that you are referring to and their specific background experience relevant to
lipid science.

Currently Available Treatment Options and Market Opportunity, page 49

5. We note you r response to our prior comment 5 and reissue the comment in part.  On this
page, you disclose that omega -3 fatty acid based products “have been proven to…reduce
the rate of adverse cardiovascular events in humans at high risk for such events.”
However, i n this regard, we note that both Lovaza and Vascepa, which you reference on
this page, contain the following statement on their labels under “limitations of use”: “ The
effect of LOVAZA/VASCEPA on cardiovascular mortality and morbidity in patients
with elev ated triglycerides/ severe hypertriglycerid emia has not been determined.”  Please
include in your discussion the fact that at least two potential competitors are required to
include this limitation of use on the labels for their products.  In addition, ple ase revise
the statement referenced above on page 49 that omega -3 fatty acid based products “have
been proven” to reduce car diovascular morbidity in humans to eliminate the suggestion
that omega -3 has been proven to reduce cardiovascular morbidity.   Finall y, please remove
the remaining reference to “the proven therapeutic benefits of omega -3 fatty acids” on
page F -27.

Roelof Rongen
Matinas BioPharma Holdings, Inc.
January 6, 2014
Page 3

Plan of Distribution, page 94

6. We note your response to our prior comment 19 and reissue the comment in part.  Please
disclos e in this section that all selling stockholders who are also broker -dealers are  rather
than “may be ” underwriters.

Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit), page
F-5

7. Please refer to prior comment 21.   Please disclose the individual costs comprising the
$2.4 million of private placement issuance costs offset against additional paid -in capital.
Also, quantify the costs expensed to date for your initial public offering.

Notes to Consolidated Financial Statemen ts
Note D, Financing Transactions – Principally Related Party Transactions, page F -13

8. Please refer to prior comment 23.  You disclose that t he former owners of Matinas
BioP harma, Inc. hold approximately 28.5% of your issued shares.  Please identify the
parties that hold the other 71.5% of your issued shares and tell us whether they are related
to the former owners of Matinas BioP harma Holdings and if so, the nature of these
relationships.

9. As previously requested in prior comment 23, tell us how the vot ing agreement,
discussed on page 78, affected your decision as the accounting acquirer in this merger
and how warrants issued to the for mer shareholders of Matinas BioP harma, Adam Stern
and the shareholders of Holdings, Inc. affected your conclusion as to the degree of
control to be held by t he former owners of Matinas BioP harma, Inc. and your conclusion
that recapitalization accounting treatment was appropriate.  In addition, please explain to
us how you restated capital and earnings per share in accordanc e with the exchange ratio
established in this merger.  Refer to ASC 805 -40 and any other technical guidance upon
which you relied.

10. Please refer to prior comment 25.   As previously requested, for the 2013 Private
Placements, tell us the percentage of stock  sold to related parties.

11. Please refer to prior comment 26.   You recognized a discount of $1,400,491 for equity
issuances related to the formation of holdings and a discount of $216,632 offered to Herb
Conrad as deemed dividends, but you recognized a dis count of $108,316 offered to Adam
Stern as compensation expense.  Please disclose and tell us how you determined the fair
value of each instrument and refer us to the technical guidance upon which you based this
accounting treatment.   Also, tell us why the  accounting for Mr. Stern’s discount differed
from the others.

Roelof Rongen
Matinas BioPharma Holdings, Inc.
January 6, 2014
Page 4

 12. Please refer to prior comment 27.   You plan to record the impact of the strike price
resetting for all outstanding stock options  in October 2013, which was based on an
independent  valuation at  September 1, 2013.   Please quantify the impact of this strike
price resetting and explain your basis for determining the timing of this accounting
treatment.

13. Please refer to prior comment 28.  Please describe the terms governing the exercise of
outstan ding warrants, particularly those “certain events” that trigger future exercise price
adjustment.  Also, describe those “provisions which require liability accounting under
ASC 815” that you have concluded did not exist in the terms governing these
instrum ents.

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 websit e 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 December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfanno uncements/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 u s so we do not repeat or refer to that information in our comment
letters to you.

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

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