Sanitam Partners LLC - Feb 13, 2025 Form 3 Insider Report for Matinas BioPharma Holdings, Inc. (MTNB)

Role: 10%+ Owner
Signature: /s/ Adam K. Stern
Stock symbol: MTNB
Transactions as of: Feb 13, 2025
Transactions value $: $0
Form type: 3
Date filed: 2/28/2025, 04:58 PM
Next filing: Apr 10, 2025
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	MTNB	Series C Convertible Preferred Stock							Feb 13, 2025	Common Stock	1.2M		Direct	F1, F2, F3, F4
holding	MTNB	Warrants							Feb 13, 2025	Common Stock	2.4M		Direct	F1, F2, F3, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	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").
F5	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.