SCHEDULE 13D/A: Matinas BioPharma Investors Increase Stake, Acquire Significant Convertible Securities

A group of investors, including Sanitam Partners LLC, Platinum Point Capital, LLC, and HEZBAY Holdings LLC, have completed a second closing of a purchase agreement with Matinas BioPharma Holdings, Inc., acquiring additional preferred stock and warrants, while adhering to a 9.99% beneficial ownership cap.

Summary

• Matinas BioPharma Holdings, Inc. completed a 'Second Closing' of a purchase agreement on April 8, 2025, raising gross proceeds of $1.65 million.
• In this closing, the Issuer issued and sold 1,650 shares of Preferred Stock, initially convertible into up to 2,815,702 shares of Common Stock, and accompanying Warrants, initially exercisable for up to 5,631,404 shares of Common Stock.
• Sanitam Partners LLC purchased 703 shares of Preferred Stock (convertible to 1,199,659 Common Stock) and Warrants (exercisable for 2,399,318 Common Stock) for $703,000.
• Platinum Point Capital, LLC purchased 205 shares of Preferred Stock (convertible to 349,830 Common Stock) and Warrants (exercisable for 699,660 Common Stock) for $205,000.
• HEZBAY Holdings LLC purchased 250 shares of Preferred Stock (convertible to 426,622 Common Stock) and Warrants (exercisable for 853,244 Common Stock) for $250,000.
• Shareholder approval for the issuance of these securities was obtained on April 4, 2025, in accordance with NYSE American rules.
• The Warrants became exercisable on April 8, 2025, at an exercise price of $0.6446 per share (110% of the Conversion Price) and will expire on April 8, 2030.
• While the 19.99% ownership limit was lifted after April 4, 2025, the Reporting Persons' ability to convert Preferred Stock and exercise Warrants is subject to a 'Beneficial Ownership Cap' which prohibits them, together with affiliates, from holding more than 9.99% of the outstanding Common Stock.
• Individually, Sanitam is capped at 9.99% for Preferred Stock and 4.99% for Warrants; Platinum Point at 9.99% for both; and Hezbay at 4.99% for both, though these individual limits can be adjusted with 61 days' notice.
• Collectively, the Reporting Persons, along with Pembroke and Mr. Eide, could potentially own 16,894,212 shares of Common Stock (approximately 76.9% of outstanding shares) if fully converted/exercised without the cap, but this is subject to the 9.99% Beneficial Ownership Cap.
• The Reporting Persons' voting power, based solely on their 2,316 shares of Preferred Stock and using the Voting Conversion Price, is equivalent to 3,624,413 shares of Common Stock, representing 41.6% of the outstanding Common Stock on an as-converted basis.

Sentiment

Score: 7

Explanation: The capital raise provides a positive financial injection for the company. While there is potential for dilution, the beneficial ownership cap at 9.99% mitigates immediate concerns about overwhelming control by the reporting persons, making the overall sentiment moderately positive.

Positives

• Matinas BioPharma Holdings, Inc. received $1.65 million in gross proceeds from the Second Closing, providing additional capital to the company.

Negatives

• The transaction involves the issuance of convertible Preferred Stock and Warrants, which represents significant potential future dilution for existing common shareholders if fully converted and exercised without the beneficial ownership cap.
• The complex structure of beneficial ownership caps and individual blocker provisions may create uncertainty regarding the ultimate ownership structure and voting power.

Risks

• Potential for significant dilution of existing common stock shareholders if the Preferred Stock and Warrants are fully converted and exercised, despite the current 9.99% beneficial ownership cap.
• The existence of a 'Beneficial Ownership Cap' at 9.99% limits the control and upside potential for the Reporting Persons, which could impact their long-term strategic alignment with the company.
• The ability to adjust individual beneficial ownership limits with 61 days' notice introduces a degree of flexibility that could lead to future changes in ownership concentration.

Future Outlook

The document primarily details a completed capital raise and changes in beneficial ownership. It does not provide explicit forward-looking statements or guidance regarding the company's operational or financial performance beyond the terms of the securities issued.

Industry Context

This filing is a specific disclosure of beneficial ownership changes and a capital raise for Matinas BioPharma Holdings, Inc. It does not provide broader industry context or trends, focusing solely on the company's transaction and ownership structure.

Stakeholder Impact

• Shareholders: Face potential future dilution from the conversion of Preferred Stock and exercise of Warrants, although the immediate impact is limited by the 9.99% beneficial ownership cap. The capital raise provides funding that could support company operations and potentially benefit shareholders in the long term.

Key Dates

Keywords

Matinas BioPharma Holdings Inc., SEC filing, Schedule 13D, beneficial ownership, preferred stock, warrants, capital raise, dilution, convertible securities, investment, equity financing