UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Matinas Biopharma Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

576810105

(CUSIP Number)

Jennifer Lorenzo
c/o GJG Capital, LLC
107 Circle Road
Staten Island, NY 10304
(917) 439-3333

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 15, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Includes 4,900,000 shares of Issuer common stock, par value $0.0001 per share (the “Common Stock”) issuable upon conversion of Class A Convertible Preferred Stock of the Issuer (the “Class A Preferred Stock”).

** Percentage of class calculated based on 58,048,412 total outstanding shares of Common Stock as of November 11, 2016, as reported in the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on November 14, 2016.

* Includes 4,900,000 shares of Issuer Common Stock issuable upon conversion of Class A Preferred Stock.

** Percentage of class calculated based on 58,048,412 total outstanding shares of Common Stock as of November 11, 2016, as reported in the Issuer’s Form 10-Q, filed with the SEC on November 14, 2016.

* Includes 4,900,000 shares of Issuer Common Stock issuable upon conversion of Class A Preferred Stock.

** Percentage of class calculated based on 58,048,412 total outstanding shares of Common Stock as of November 11, 2016, as reported in the Issuer’s Form 10-Q, filed with the SEC on November 14, 2016.

Item 1.  Security and Issuer.

This Schedule 13D relates to the common stock, par value $$0.0001 per share (the “Common Stock”), of Matinas Biopharma Holdings, Inc., a Delaware corporation (the “Issuer”), whose principal executive officers are located at 1545 Route 206 South, Suite 302, Bedminster, NJ 07921.

Item 2.  Identity and Background.

Item 3.  Source or Amount of Funds or Other Consideration.

During the period from August 2013 through April 2015, GJG Life acquired a total of 9,127,591 shares of Common Stock, warrants (the “Warrants”) to acquire 1,369,169 shares of Common Stock at an exercise price of $0.75 per share, and 490,000 shares of Class A Convertible Preferred Stock of the Issuer (the “Class A Preferred Stock”), convertible into 4,900,000 shares of Common Stock. The acquisitions of the Common Stock, Warrants and Class A Preferred were funded by capital contributions of the Class B Members of GJG Life. During the period from July 2013 to January 2017, the Managing Member acquired a total of 625,000 shares of Common Stock. Such acquisitions were funded by the Managing Member’s personal funds. Subsequent thereto, during the period from January to February 2017, the Managing Member sold 103,757 shares of Common Stock.

On March 1, 2017, the Issuer filed a registration statement on Form 8A-12b (the “Registration Statement”) with the Securities and Exchange Commission registering the Common Stock under Section 12(b) of the Exchange Act of 1934, as amended.

On March 15, 2017, GJG Life exercised the Warrants and acquired 1,369,169 shares of Common Stock at an exercise price of $0.75 per share. Payment of the exercise price of the Warrants was funded by capital contributions of the Class B Members of GJG Life.

Item 4.  Purpose of Transaction.

GJG Life acquired the shares of Common Stock for investment in the ordinary course of business, as it believed that the shares of Common Stock represented an attractive investment opportunity. As described in Item 3 above, GJG Life initially acquired the Issuer securities prior to the Issuer filing its Registration Statement. 

Other than described above, none of the Reporting Persons has any plans or proposals of the type referred to in Items 4(a) through (j) of Schedule 13D. The Reporting Persons, however, each retain the right to change its plans at any time, as it deems appropriate, in light of its ongoing evaluation of (i) its business and liquidity objectives; (ii) industry, economic or securities markets conditions; (iii) alternative investment opportunities; and (iv) other relevant factors.

Item 5.  Interest in Securities of the Issuer.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the persons named in Item 2 and any person with respect to any securities of the Issuer, including but not limited to: transfer or voting of any of the securities of the Issuer or of its subsidiaries, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer. 

Item 7.  Material to Be Filed as Exhibits.

Exhibit A: Joint filing Agreement.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 22, 2017