STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

EIDE ROBERT J

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS

27TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Matinas BioPharma Holdings, Inc. [ MTNB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/07/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

**Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned**
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								1,500⁽¹⁾	D

**Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned**
**(e.g., puts, calls, warrants, options, convertible securities)**
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Convertible Preferred Stock	$0.586	04/08/2025		P		492		04/04/2025	⁽⁵⁾	Common Stock	839,591	$1,000⁽²⁾	984⁽³⁾	I	R. Eide as managing partner for Pembroke⁽⁴⁾
Warrants	$0.6446	04/08/2025		P		1,679,182		04/08/2025	04/08/2030	Common Stock	1,679,182	⁽²⁾	3,358,364	I	R. Eide as managing partner for Pembroke⁽⁴⁾

Explanation of Responses:

1. Robert J. Eide is the direct holder of 750 shares of Common Stock, 0.0001 par value per share ("Common Stock") and the indirect holder of 750 shares of Common Stock as the managing member of Isagen LLC.

2. Pursuant to the Securities Purchase Agreement, dated February 13, 2025, Pembroke & Partners ("Pembroke") purchased an aggregate of 984 shares of the Issuer's Series C Convertible Preferred Stock, par value $0.0001 per share (the "Preferred Stock") with a stated value of $1,000 per share of Preferred Stock, and 3,358,364 Warrants for gross proceeds of $984,000. The Preferred Stock and Warrants were sold in two tranches with each tranche consisting of 492 shares of Preferred Stock and 1,679,182 Warrants.

3. Each holder of Preferred Stock is entitled to vote on an as-converted to Common Stock basis with a per share voting price of $0.6393, granting Pembroke voting power of up to 23% of the outstanding Common Stock based on their 984 shares of Preferred Stock. Pembroke's beneficial ownership is subject to a 9.99% limit on the shares of Common Stock issuable upon conversion of the Preferred Stock and a 4.99% limit on the shares of Common Stock issuable upon exercise of the Warrants.

4. Mr. Eide does not directly own any Preferred Stock or Warrants, however, as the sole manager of Pembroke, Mr. Eide may be deemed to beneficially own securities of the Issuer beneficially owned by Pembroke and share Pembroke's voting power.

5. N/A

Remarks:

	/s/ Robert J. Eide	04/10/2025
	** Signature of Reporting Person	Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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