X0206 3 2025-02-13-05:00 0 0001582554 Matinas BioPharma Holdings, Inc. MTNB 0002056830 Sanitam Partners LLC 1345 AVENUE OF THE AMERICAS 27TH FLOOR NEW YORK NY 10105 false false true false Series C Convertible Preferred Stock Common Stock 1199659 D Warrants Common Stock 2399318 D Pursuant to the Securities Purchase Agreement dated February 13, 2025 (the "Purchase Agreement"), Sanitam purchased an aggregate of 703 shares of the Issuer's Series C Convertible Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), which are convertible into up to 1,199,659 shares of the issuer's common stock, 0.0001 par value per share ("Common Stock") and warrants (the "Warrants") which are exercisable for up to 2,399,318 shares of Common Stock. After April 10, 2025, each holder of Preferred Stock will be entitled to vote on an as-converted to Common Stock basis with a per share voting price of $0.6393, provided that, until Shareholder Approval is obtained, all Preferred Stock holders are prohibited from voting in the aggregate in excess of 1,016,888 shares of Common Stock, representing 19.99% of the number of shares of Common Stock outstanding immediately prior to the date of the Purchase Agreement (the "19.99% Limit"). Until Shareholder Approval is obtained, Sanitam's beneficial ownership is subject to the 19.99% Limit, or approximately 8.5% of the outstanding shares of Common Stock. The voting rights of the Preferred Stock and the shares of Common Stock issuable upon the exercise of the Warrants are subject to a 19.99% voting cap, applied collectively with all other holders of the Preferred Stock and Warrants until Shareholder Approval is obtained. From and after April 10, 2025, each share of Preferred Stock will be convertible, at the option of Sanitam Partners at the price of $0.586 (the "Conversion Price"). The Warrants are exercisable from and after April 10, 2025 at an exercise price equal to 110% of the Conversion Price, or $0.6446 per share, and will expire on the five-year anniversary of April 10, 2025. Until Shareholder Approval is obtained, the Warrants will only be exercisable up to the 19.99% Limit. /s/ Adam K. Stern 2025-02-28-05:00