Matinas BioPharma Holdings, Inc.

Certain Relationships and Related Party Transactions

The following is a description of transactions since January 1, 2024, and each currently proposed transaction in which:

2025 Offering

On February 13, 2025, we entered into the February 2025 Agreement with the February 2025 Investors, pursuant to which we agreed to issue and sell, in a private placement, an aggregate of 3,300 shares of Preferred Stock, initially convertible into up to 5,631,404 shares of our common stock, with a stated value of $1,000 per share, and 2025 Warrants to purchase up to an aggregate of 200% of the shares of common stock into which the shares of Preferred Stock are initially convertible, or 11,262,808 shares of common stock, for an offering price of $1,000 per share of Preferred Stock and accompanying 2025 Warrants (the “2025 Private Placement”).

Pursuant to the February 2025 Agreement, on February 13, 2025, we issued and sold in an initial closing 1,650 shares of Preferred Stock, initially convertible into up to 2,815,702 shares of common stock, and accompanying 2025 Warrants, initially exercisable for up to 5,631,404 shares of common stock, for gross proceeds of $1.65 million. On April 4, 2025, we obtained stockholder approval for the issuance of the Preferred Stock and 2025 Warrants, as required by the rules and regulations of NYSE American, including Section 713 of the NYSE American Company Guide, and issued and sold, in a second closing, an additional 1,650 shares of Preferred Stock, initially convertible into up to 2,815,702 shares of common stock, and accompanying 2025 Warrants, initially exercisable for up to 5,631,404 shares of common stock, for gross proceeds of $1.65 million.

Pursuant to the February 2025 Agreement, until such time as the February 2025 Investors no longer own at least 10% of the outstanding shares of common stock on a fully diluted, as-converted basis, the February 2025 Investors will be entitled to nominate one director to serve on the Board, who is initially Dr. Smith. Until such time as the February 2025 Investors no longer own at least 30% of the outstanding shares of common stock on a fully diluted, as-converted basis, the February 2025 Investors are entitled to nominate one additional director to serve on the Board.

Sanitam Partners LLC, a current holder of more than 5% of our common stock, purchased 1,406 shares of Preferred Stock and 2025 Warrants to purchase 4,798,636 shares of common stock in the 2025 Private Placement.

Pembroke & Partners LLC, a current holder of more than 5% of our common stock, purchased 984 shares of Preferred Stock and 2025 Warrants to purchase 3,358,364 shares of common stock in the 2025 Private Placement.

Platinum Point Capital LLC, a current holder of more than 5% of our common stock, purchased 410 shares of Preferred Stock and 2025 Warrants to purchase 1,399,320 shares of common stock in the 2025 Private Placement.

HEZBAY Holdings LLC, a former holder of more than 5% of our common stock purchased 500 shares of Preferred Stock and 2025 Warrants to purchase 1,706,488 shares of common stock in the 2025 Private Placement.

April 2024 Offering

On April 2, 2024, we entered into a securities purchase agreement (the “April 2024 Purchase Agreement”) with certain institutional investors, pursuant to which we issued and sold an aggregate of: (i) 666,667 shares of common stock and (ii) warrants to purchase up to 666,667 shares of common stock The offering price per share and accompanying warrant was $15.00. Pursuant to the April 2024 Purchase Agreement, affiliates of Highbridge Capital Management, LLC, a former holder of more than 5% of our common stock, purchased 466,666 shares of common stock and warrants to purchase 466,666 shares of common stock, for $7.0 million. On August 15, 2025, we entered into Warrant Exchange Agreements (the “Exchange Agreements”) with affiliates of Highbridge Capital Management, LLC. Pursuant to the Exchange Agreements, on August 15, 2025, the Company issued to affiliates of Highbridge Capital Management, LLC one share of common stock for each April 2024 Warrant held, for an aggregate of 466,666 shares of common stock.

Indemnification Agreements

We entered into indemnification agreements with certain of our directors and executive officers. The indemnification agreements provide for indemnification against expenses, judgments, fines and penalties actually and reasonably incurred by an indemnitee in connection with threatened, pending or completed actions, suits or other proceedings, subject to certain limitations. The indemnification agreements also provide for the advancement of expenses in connection with a proceeding prior to a final, non-appealable judgment or other adjudication, provided that the indemnitee provides an undertaking to repay to us any amounts advanced if the indemnitee is ultimately found not to be entitled to indemnification by us. The indemnification agreement set forth procedures for making and responding to a request for indemnification or advancement of expenses, as well as dispute resolution procedures that apply to any dispute between us and an indemnitee arising under the Indemnification Agreements.

Policies and Procedures for Related Party Transactions

We have adopted a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock, any members of the immediate family of any of the foregoing persons and any firms, corporations or other entities in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest, which we refer to collectively as related parties, are not permitted to enter into a transaction with us without the prior consent of our Board acting through the audit committee or, in certain circumstances, the chairman of the audit committee. Any request for us to enter into a transaction with a related party, in which the amount involved exceeds $100,000 and such related party would have a direct or indirect interest must first be presented to our audit committee, or in certain circumstances the chairman of our audit committee, for review, consideration and approval. In approving or rejecting any such proposal, our audit committee, or the chairman of our audit committee, is to consider the material facts of the transaction, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the benefits to us, the availability of other sources of comparable products or services and the extent of the related party’s interest in the transaction.

Director Independence

Based on information requested from and provided by each of our directors, the Board has determined that Messrs. Keith Murphy and Edward Neugeboren and Mses. Evelyn D’An and Robin L. Smith are “independent directors” as such term is defined in the rules of the NYSE American corporate governance requirements and Rule 10A-3 promulgated under the Exchange Act of 1934. Mr. Jabbour is not an independent director under these rules because he is an executive officers of the Company. Each of Messrs. Herbert Conrad, Eric Ende, James Scibetta and Matthew Wikler and Ms. Natasha Giordano, who served as directors during 2025 and resigned in 2025, were determined to be “independent directors.”