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

SCHEDULE 13G
(Amendment No. 1)

Under the Securities Exchange Act of 1934

Matinas Biopharma Holdings, Inc.

(Name of Issuer)

Common Stock, par value $.0001

(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)

December 31, 2018

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o  Rule 13d-1(b)
x  Rule 13d-1(c)
o  Rule 13d-1(d)

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).

* Consists of 6,041,771 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”) and 1,442,000 shares of Common Stock issuable upon conversion of Class B Convertible Preferred Stock of the Issuer (the “Class B Preferred Stock”), as calculated in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934 (Rule 13d-3(d)(1)).

** Percentage of class calculated based on 112,385,590 total outstanding shares of Common Stock as of November 6, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on November 9, 2018, plus the shares of Common Stock issuable upon conversion of the Class A Preferred Stock and Class B Preferred Stock, as calculated in accordance with Rule 13d-3(d)(1).

* Consists of 6,041,771 shares of Common Stock issuable upon conversion of Class A Preferred Stock and 1,442,000 shares of Common Stock issuable upon conversion of Class B Preferred Stock, as calculated in accordance with Rule 13d-3(d)(1).

** Percentage of class calculated based on 112,385,590 total outstanding shares of Common Stock as of November 6, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on November 9, 2018 plus the shares of Common Stock issuable upon conversion of the Class A Preferred Stock and Class B Preferred Stock, as calculated in accordance with Rule 13d-3(d)(1).

* Consists of 6,041,771 shares of Common Stock issuable upon conversion of Class A Preferred Stock and 1,442,000 shares of Common Stock issuable upon conversion of Class B Preferred Stock, as calculated in accordance with Rule 13d-3(d)(1).

** Consists of 1,734,000 shares of Common Stock, 6,041,771 shares of Common Stock issuable upon conversion of Class A Preferred Stock and 1,442,000 shares of Common Stock issuable upon conversion of Class B Preferred Stock, as calculated in accordance with Rule 13d-3(d)(1).

*** Percentage of class calculated based on 112,385,590 total outstanding shares of Common Stock as of November 6, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on November 9, 2018 plus the shares of Common Stock issuable upon conversion of the Class A Preferred Stock and Class B Preferred Stock, as calculated in accordance with Rule 13d-3(d)(1).

Item 1.

Item 2.

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(1)          GJG Capital is the Managing Member of GJG Life and the Managing Member is the manager of GJG Capital. GJG Life is a private investment vehicle whose principal business consists of acquiring shares in public and private companies. Because of GJG Capital’s and the Managing Member’s relationship to GJG Life, each of GJG Capital and the Managing Member may be deemed to beneficially own the securities held by GJG Life. GJG Capital and the Managing Member each disclaim beneficial ownership of the securities held by GJG Life except to the extent of their respective pecuniary interests therein.

(2)          Consists of 6,041,771 shares of Common Stock issuable upon conversion of Class A Preferred Stock and 1,442,000 shares of Common Stock issuable upon conversion of Class B Preferred Stock, as calculated in accordance with Rule 13d-3(d)(1).

(3)          Consists of (i) 1,734,000 shares of Common Stock, and (ii) 6,041,771 shares of Common Stock issuable upon conversion of Class A Preferred Stock and 1,442,000 shares of Common Stock issuable upon conversion of Class B Preferred Stock, as calculated in accordance with Rule 13d-3(d)(1).

(4)          Percentage of class calculated based on 112,385,590 total outstanding shares of Common Stock as of November 6, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on November 9, 2018, plus the number of shares of Common Stock issuable upon conversion of the Class A Preferred Stock and Class B Preferred Stock, as calculated in accordance with Rule 13d-3(d)(1).

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following     o.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8.  Identification and Classification of Members of the Group.

See Exhibit 1.

Item 9.  Notice of Dissolution of Group.

Not applicable.

Item 10.  Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11.

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: February 14, 2019