Robert J. Eide - 13 Feb 2025 Form 3 Insider Report for Matinas BioPharma Holdings, Inc. (MTNB)

Footnote F1

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.

Footnote F2

Pursuant to the Securities Purchase Agreement dated February 13, 2025 (the "Purchase Agreement"), Pembroke & Partners ("Pembroke") purchased an aggregate of 492 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 839,591 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 1,679,182 shares of Common Stock.

Footnote F3

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, Pembroke's beneficial ownership is subject to the 19.99% Limit, or approximately 5.9% of the outstanding shares of Common Stock.

Footnote F4

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.

Footnote F5

From and after April 10, 2025, each share of Preferred Stock will be convertible, at the option of Pembroke & Partners at the price of $0.586 (the "Conversion Price").

Footnote F6

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.

Footnote F7

Robert J. Eide does not directly own any Preferred Stock or Warrants, however, as the sole manager of Pembroke & Partners, Mr. Eide may be deemed to beneficially own securities of the Issuer beneficially owned by Pembroke & Partners. Thus, until Shareholder Approval is obtained, he may be deemed to beneficially own 2,518,773 shares of Common Stock constituting approximately 33.1% of the outstanding shares of Common Stock. Until Shareholder Approval is obtained, however, Mr. Eide's beneficial ownership is limited to 303,032 shares of Common Stock, giving effect to the 19.99% Limit, constituting approximately 5.9% of the outstanding shares of Common Stock.