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Pembroke & Partners LLC's Form 4/A amendment

Amended

Matinas BioPharma Holdings, Inc.MTNB · filed Apr 10, 2025

Accession no.
0001477932-25-002580
Filed
Apr 10, 2025
Trade date
Apr 8, 2025
Filing delay
2 days
Rule 10b5-1 plan
Not checked
Original filed
Feb 25, 2025

This filing lists 2 derivative transactions. It was filed 2 days after the trade.

Reporting owners

A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.

Reporting owners on this filing
OwnerRelationship to the company
Pembroke & Partners LLCCIK 000205678510% Owner

Non-derivative securities (Table I)

Acquisitions and disposals of common stock and similar shares, one row per line on the filing.

This filing has no transactions of this kind.

Derivative securities (Table II)

Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.

Derivative transactions
Trade dateSecurityTransactionUnderlying sharesUnit priceValueHeld afterOwnershipFlags
Apr 8, 2025Common StockPPurchaseAcquired+839,591$1,000.00F1+$492,000984Direct
Apr 8, 2025Common StockPPurchaseAcquired+1,679,182–F1–3,358,364Direct

Footnotes and remarks

Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.

F1

Pursuant to the Securities Purchase Agreement, dated February 13, 2025, 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.

Referenced by the price of 2 transactions in Table II.

F2

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 based on the Preferred Stock of up to 23% of the outstanding Common 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.

F3

N/A

Read the full filing on SEC EDGAR (opens in a new tab)