Matinas BioPharma (MTNB) holder Adam Stern details 9.99% stake and new warrants

Rhea-AI Filing Summary

Matinas BioPharma investor Adam K. Stern updated his ownership in the company’s common stock. Sanitam Partners LLC now reports 0 shares, while Stern reports 2,972,524 shares beneficially owned, representing 9.99% of the common stock based on 13,692,796 shares outstanding. This stake includes common shares, warrants and preferred stock held across several Stern-related entities, all subject to 4.99% and 9.99% beneficial ownership limitations. Due to the voting rights of the preferred stock, Stern may vote the equivalent of 13.1% of the outstanding common stock. The amendment also describes July 2026 inducement transactions in which Stern-related entities exercised existing warrants at $0.35 per share for cash and received equal amounts of new unregistered warrants, exercisable for five years once stockholder approval for the underlying shares is obtained.

Filing Explained

The filing adds a committed company obligation: Matinas BioPharma agreed to pay ThinkEquity a cash fee equal to 10% of warrant-exercise proceeds and issue warrants for 374,330 shares; 141,462 of those warrants were distributed to Adam Stern, creating another potential route to future share issuance.

Key Figures

Beneficial ownership: 2,972,524 shares Ownership percentage: 9.99% Shares outstanding: 13,692,796 shares +5 more

8 metrics

Beneficial ownership 2,972,524 shares Shares of common stock beneficially owned by Adam K. Stern

Ownership percentage 9.99% Percent of Matinas BioPharma common stock represented by Stern’s beneficial ownership

Shares outstanding 13,692,796 shares Common shares outstanding as of July 13, 2026, used for ownership calculation

Voting power equivalent 13.1% Portion of outstanding common stock Stern may be deemed able to vote

Warrant exercise price $0.35 per share Cash exercise price for AKSLP and SternAegis DBP warrant exercises and New Warrants

AKSLP warrant exercise 344,710 shares Shares of common stock acquired by AKSLP upon warrant exercise on July 10, 2026

SternAegis DBP warrant exercise 630,335 shares Shares of common stock acquired by SternAegis DBP upon warrant exercise on July 10, 2026

Solicitation Agent Warrants 374,330 shares Common shares underlying warrants issued to ThinkEquity as solicitation fee

Key Terms

cashless exercise, beneficial ownership limitation, Inducement Stockholder Approval, New Warrants, +2 more

6 terms

cashless exercise financial

"exercise Warrants to purchase 92,100 shares of Common Stock at a price of $0.6446 per share using the Warrant's cashless exercise mechanism"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

beneficial ownership limitation financial

"the warrants beneficially owned by the Reporting Person are subject to a beneficial ownership limitation of 4.99%"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Inducement Stockholder Approval regulatory

"The Issuer is required to obtain stockholder approval ("Inducement Stockholder Approval") for the issuance of the shares"

New Warrants financial

"new unregistered common stock purchase warrants (the "New Warrants")"

Warrant Solicitation Agent Agreement financial

"pursuant to that certain Warrant Solicitation Agent Agreement, by and between the Issuer and the Solicitation Agent"

beneficially own financial

"would beneficially own in excess of 4.99% or 9.99%, as applicable, of the number of shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

FAQ

How many Matinas BioPharma (MTNB) shares does Adam K. Stern report owning?

Adam K. Stern reports beneficial ownership of 2,972,524 Matinas BioPharma shares, representing 9.99% of the common stock based on 13,692,796 shares outstanding, including common shares, warrants and preferred stock across multiple affiliated entities.

What percentage of Matinas BioPharma (MTNB) voting power may Adam K. Stern control?

Adam K. Stern may vote the equivalent of 13.1% of Matinas BioPharma’s outstanding common stock. This reflects the voting mechanics of the preferred stock he may be deemed to beneficially own, which carries votes based on a defined Voting Price formula.

Does Sanitam Partners LLC still own Matinas BioPharma (MTNB) securities?

Sanitam Partners LLC reports beneficial ownership of 0 Matinas BioPharma securities. On June 10, 2026, Sanitam distributed 4,798,636 warrants and 1,406 preferred shares to its members for no additional consideration, and after this distribution it no longer held issuer securities.

What warrant exercises involving Matinas BioPharma (MTNB) are disclosed?

The filing describes exercises of Matinas BioPharma warrants, including 344,710 shares by AKSLP and 630,335 shares by SternAegis DBP at $0.35 per share, plus an earlier 92,100-share cashless exercise by SternAegis DBP at $0.6446 per share.

What new Matinas BioPharma (MTNB) warrants did Stern-related entities receive?

Under July 10, 2026 inducement letters, AKSLP received New Warrants for 344,710 shares and SternAegis DBP received New Warrants for 630,335 shares, each exercisable at $0.35 per share for five years following stockholder approval of the underlying shares.

What are the beneficial ownership limitations in the Matinas BioPharma (MTNB) filing?

Preferred stock held by the reporting person is subject to a 9.99% ownership blocker, and warrants are subject to 4.99% or 9.99% beneficial ownership limitations, capping how many shares may be acquired or exercised at any time.

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Available on EDGAR 08/13/2026 - 04:07 PM Accepted by SEC EDGAR 08/13/2026 - 04:05 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Matinas BioPharma Holdings, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

576810303

(CUSIP Number)

Adam Stern
888 C 8th Ave #530, SUITE 302
New York, NY, 10019
914-843-5641

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

06/10/2026

(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.

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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 576810303

1

Name of reporting person

Sanitam Partners LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 576810303

1

Name of reporting person

STERN ADAM K

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,972,524.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,972,524.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,972,524.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The number of shares reported in Rows 7 and 9 includes: (a) 28,260 shares of Common Stock and 141,462 shares of Common Stock issuable upon exercise of warrants owned by Mr. Stern, (b) 416,900 shares of Common Stock, 344,710 shares of Common Stock issuable upon exercise of warrants and 172,354 shares of Common Stock issuable upon conversion of Preferred Stock owned by A.K.S. Family Partners LP ("AKSLP"), (c) 26,500 shares of Common Stock owned by AKS Family Foundation ("AKS"), (d) 743,785 shares of Common Stock, 630,335 shares of Common Stock issuable upon exercise of warrants and 452,218 shares of Common Stock issuable upon conversion of Preferred Stock owned by Stern Aegis Ventures, LLC Defined Benefit Plan for the Benefit of Adam K Stern ("SternAegis DBP"), (e) 6,000 shares of Common Stock owned by Pavillion Capital Partners LLC, (f) 6,000 shares of Common Stock owned by Piper Venture Partners LLC, (g) 1,000 shares of Common Stock owned by IRA Adam K Stern - Rollover IRA, and (h) 3,000 shares of Common Stock owned by Stern Aegis Ventures LLC 401k Plan for the Benefit of Adam K Stern. Mr. Stern has voting and investment control of the securities held by AKSLP and AKS. Mr. Stern disclaims beneficial ownership of the securities held by AKSLP and AKS except as relates to his equity interest in such securities. Each of (a) the Preferred Stock beneficially owned by the Reporting Person is subject to a beneficial ownership limitation of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Preferred Stock (the "9.99% Blocker") and (b) the warrants beneficially owned by the Reporting Person are subject to a beneficial ownership limitation of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of such warrant (the "4.99% Blocker", and together with the "9.99% Blocker", the "Ownership Blockers"). The percentage set forth in row (13) gives effect to the Ownership Blockers.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: Matinas BioPharma Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1545 ROUTE 206 SOUTH, SUITE 302, BEDMINSTER, NEW JERSEY , 07921.
Item 1 Comment: This Amendment No. 2 to the Schedule 13D (this "Amendment No. 2"), relates to the shares of Common Stock of the Issuer and hereby amends the Schedule 13D filed with the Securities Exchange Commission on February 21, 2025 (the "Initial Schedule" as subsequently amended and together with this Amendment No. 2, the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. All items or responses not described herein remain as previously reported in the Schedule 13D.
Item 2.	Identity and Background
(a)	N/A
(b)	N/A
(c)	N/A
(d)	N/A
(e)	N/A
(f)	N/A
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following: On October 31, 2025, Mr. Stern caused SternAegis DBP to exercise Warrants to purchase 92,100 shares of Common Stock at a price of $0.6446 per share using the Warrant's cashless exercise mechanism. On July 10, 2026, Mr. Stern caused (i) AKSLP to exercise Warrants to purchase 344,710 shares of Common Stock and (ii) SternAegis DBP to exercise Warrants to purchase 630,335 shares of Common Stock, each at a price of $0.35 per share using personal funds, as further described in Item 5(c). The Reporting Persons' response to Item 5(c) is incorporated by reference into this Item 3.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: The Reporting Persons' response to Item 5(c) is incorporated by reference into this Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and supplemented to add the following: The aggregate percentage of shares reported owned by the Reporting Persons is based upon (i) 13,692,796 shares of Common Stock outstanding, which is the sum of the total number of shares of Common Stock outstanding as of July 13, 2026, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 13, 2026, and (ii) shares of Common Stock issuable upon the exercise of warrants and conversion of Preferred Stock held by the Reporting Persons. The ownership of each Reporting Person in this Item 5 includes the shares of Common Stock issuable upon the exercise of warrants and conversion of Preferred Stock that are exercisable or convertible, as applicable, within 60 days. The ownership percentage of each Reporting Person in this Item 5 reflects the application of the 4.99% Blocker. However, each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its equity interest therein. The holders of the Preferred Stock are entitled to vote with the holders of Common Stock on all matters presented to stockholders. In any such vote, each share of Preferred Stock is entitled to a number of votes equal to the Stated Value per share of the Preferred Stock divided by $0.6393, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock (the "Voting Price"). Based on the Voting Price of the Preferred Stock and the holdings of Common Stock Mr. Stern may be deemed to beneficially own, Mr. Stern may vote the equivalent of 13.1% of the outstanding Common Stock.
(b)	N/A
(c)	Item 5(c) is hereby amended and supplemented to add the following: On June 10, 2026, Sanitam made a distribution to its members for no additional consideration of 4,798,636 Warrants and 1,406 shares of Preferred Stock. Of the Warrants and Preferred Stock distributed by Sanitam, AKSLP received Warrants to purchase 344,710 shares of Common Stock and 101 shares of Preferred Stock. After such distribution, Sanitam no longer holds any securities of the Issuer. On July 10, 2026, the Issuer entered into inducement offer letter agreements (the "Inducement Letters") with certain of the holders of Warrants, including the Reporting Persons, pursuant to which holders agreed to exercise for cash all of their outstanding Warrants at the current exercise price of $0.35 per share in consideration for the Issuer's agreement to issue, in a private placement, new unregistered common stock purchase warrants (the "New Warrants"). The Issuer is required to obtain stockholder approval ("Inducement Stockholder Approval") for the issuance of the shares of Common Stock underlying the New Warrants. In connection with the inducement letters, (i) AKSLP exercised Warrants to purchase 344,710 shares of Common Stock and acquired New Warrants to purchase 344,710 shares of Common Stock and (ii) SternAegis DBP exercised Warrants to purchase 630,335 shares of Common Stock and acquired New Warrants to purchase 630,335 shares of Common Stock The New Warrants will be exercisable beginning on the date Inducement Stockholder Approval is received at an exercise price of $0.35 per share and will expire on the five-year anniversary of the date Inducement Stockholder Approval is received. A holder of New Warrants will not have the right to exercise any portion of its New Warrants if the holder, together with its affiliates and attribution parties, would beneficially own in excess of 4.99% or 9.99%, as applicable, of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. A holder may increase or decrease the beneficial ownership limitation up to 9.99%, provided, however, that any increase in the beneficial ownership limitation shall not be effective until the 61st day after notice of such change is delivered to the Issuer. The Issuer engaged ThinkEquity LLC (the "Solicitation Agent") to act as its exclusive warrant solicitation agent in connection with the transactions described above pursuant to that certain Warrant Solicitation Agent Agreement, by and between the Issuer and the Solicitation Agent, dated as of June 25, 2026 (the "Warrant Solicitation Agent Agreement"). Pursuant to the Warrant Solicitation Agent Agreement, the Issuer agreed to pay the Solicitation Agent a fee consisting of (i) a cash payment equal to 10% of the aggregate gross cash proceeds received by the Issuer from the holders' exercise of the Warrants and (ii) warrants (the "Solicitation Agent Warrants") to purchase 374,330 shares of Common Stock (5% of the aggregate number of shares underlying the New Warrants issued to the holders in connection with the transactions contemplated by the Inducement Letters). The Solicitation Agent Warrants have terms substantially similar to the New Warrants. The Solicitation Agent distributed 141,462 Solicitation Agent Warrants to Mr. Stern in connection with the above-described transaction. The Reporting Persons' information on the cover page is incorporated by reference to this Item 5.
(d)	N/A
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following: The Reporting Persons' response to Item 5(c) is incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	99.1 - Form of Inducement Letter (incorporated herein by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the SEC on July 13, 2026). 99.2 - Form of New Warrant (incorporated herein by reference to Exhibit 4.2 of the Issuer's Current Report on Form 8-K filed with the SEC on July 13, 2026). 99.3 - Warrant Solicitation Agent Agreement, dated July 10, 2026, by and between Matinas BioPharma Holdings, Inc. and ThinkEquity LLC (incorporated herein by reference to Exhibit 10.5 of the Issuer's Current Report on Form 8-K filed with the SEC on July 13, 2026).

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.

Sanitam Partners LLC

Signature:	/s/ Adam K Stern
Name/Title:	Adam K Stern, Manager
Date:	08/13/2026

STERN ADAM K

Signature:	/s/ Adam K Stern
Name/Title:	Adam K Stern
Date:	08/13/2026