Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
The information required in 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).
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CUSIP No. 576810105
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Page
2
of 8
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1
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Name of reporting persons.
Boxer Capital, LLC
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2
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Check the appropriate box
if a member of a group. (See instructions)
(a) ☐ (b) ☒
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3
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SEC use only.
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4
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Citizenship or place of
organization.
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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Sole voting power.
-0-
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6
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Shared voting power.
7,142,858
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7
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Sole dispositive power.
-0-
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8
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Shared dispositive power.
7,142,858
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9
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Aggregate amount beneficially owned by each reporting person.
7,142,858
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10
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Check box if the aggregate
amount in row (9) excludes certain shares (see instructions).
☐
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11
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Percent of class
represented by amount in row (9).
7.0%*
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12
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Type of reporting
person
OO
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*
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Based on 101,779,249 shares of the Issuers common stock outstanding which is the sum of (i) 94,636,391
shares of common stock outstanding as of September 12, 2018 as set forth in the Issuers proxy statement filed with the Securities and Exchange Commission on September 24, 2018 and (ii) 7,142,858 shares of common stock issued in an
at-the-market
offering.
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CUSIP No. 576810105
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Page
3
of 8
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1
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Name of reporting persons.
Boxer Asset Management Inc.
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2
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Check the appropriate box
if a member of a group. (See instructions)
(a) ☐ (b) ☒
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3
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SEC use only.
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4
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Citizenship or place of
organization.
Bahamas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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Sole voting power.
-0-
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6
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Shared voting power.
7,142,858
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7
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Sole dispositive power.
-0-
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8
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Shared dispositive power.
7,142,858
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9
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Aggregate amount beneficially owned by each reporting person.
7,142,858
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10
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Check box if the aggregate
amount in row (9) excludes certain shares (see instructions).
☐
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11
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Percent of class
represented by amount in row (9).
7.0%*
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12
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Type of reporting
person
CO
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*
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Based on 101,779,249 shares of the Issuers common stock outstanding which is the sum of (i) 94,636,391
shares of common stock outstanding as of September 12, 2018 as set forth in the Issuers proxy statement filed with the Securities and Exchange Commission on September 24, 2018 and (ii) 7,142,858 shares of common stock issued in an
at-the-market
offering.
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CUSIP No. 576810105
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Page
4
of 8
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1
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Name of reporting persons.
Joe Lewis
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2
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Check the appropriate box
if a member of a group. (See instructions)
(a) ☐ (b) ☒
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3
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SEC use only.
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4
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Citizenship or place of
organization.
United
Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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Sole voting power.
-0-
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6
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Shared voting power.
7,142,858
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7
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Sole dispositive power.
-0-
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8
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Shared dispositive power.
7,142,858
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9
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Aggregate amount beneficially owned by each reporting person.
7,142,858
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10
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Check box if the aggregate
amount in row (9) excludes certain shares (see instructions).
☐
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11
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Percent of class
represented by amount in row (9).
7.0%*
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12
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Type of reporting
person
IN
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*
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Based on 101,779,249 shares of the Issuers common stock outstanding which is the sum of (i) 94,636,391
shares of common stock outstanding as of September 12, 2018 as set forth in the Issuers proxy statement filed with the Securities and Exchange Commission on September 24, 2018 and (ii) 7,142,858 shares of common stock issued in an
at-the-market
offering.
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Item 1(a). Name of Issuer:
Matinas BioPharma Holdings, Inc. (the Issuer)
Item 1(b). Address of Issuers Principal Executive Offices:
1545 Route 206 South, Suite 302
Bedminster, NJ 07921
Item 2(a). Name of
Person Filing:
This Schedule 13G is jointly filed by Boxer Capital, LLC (Boxer Capital), Boxer Asset Management Inc.
(Boxer Management) and Joe Lewis (together with Boxer Capital and Boxer Management, the Reporting Persons). Boxer Management is the managing member and majority owner of Boxer Capital. Joe Lewis is the sole indirect
beneficial owner of and controls Boxer Management.
Item 2(b). Address of Principal Business Office, or, if none, Residence:
The principal business address of Boxer Capital is: 11682 El Camino Real, Suite 320, San Diego, CA 92130. The principal business address of
Boxer Management and Joe Lewis is: Cay House, EP Taylor Drive N7776, Lyford Cay, New Providence, Bahamas.
Item 2(c). Citizenship:
Boxer Capital is a limited liability company organized under the laws of Delaware. Boxer Management is a corporation organized under the laws
of the Bahamas. Joe Lewis is a citizen of the United Kingdom.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.0001 (the Common Stock)
Item 2(e). CUSIP Number:
576810105
Item 3. If this statement is filed pursuant to Rule
13d-1(b),
or
13d-2(b)
or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership.
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(a)
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Amount beneficially owned:
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The Reporting Persons beneficially own 7,142,858 shares of Common Stock.
The number of shares of Common Stock beneficially owned by the Reporting Persons represent 7.0% of the Issuers outstanding Common Stock
(based on 101,779,249 shares of Common Stock outstanding which is the sum of (i) 94,636,391 shares of Common Stock outstanding as of September 12, 2018 as set forth in the Issuers proxy statement filed with the Securities and Exchange
Commission on September 24, 2018 and (ii) 7,142,858 shares of Common Stock issued in an
at-the-market
offering).
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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None of the Reporting Persons has sole power to vote or to direct the vote of any shares of Common Stock.
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(ii)
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Shared power to vote or to direct the vote:
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The Reporting Persons have shared power to vote or to direct the vote of the 7,142,858 shares of Common Stock they beneficially own.
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(iii)
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Sole power to dispose or to direct the disposition of:
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None of the Reporting Persons has sole power to dispose or to direct the disposition of any shares of Common Stock.
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(iv)
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Shared power to dispose or to direct the disposition of:
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The Reporting Persons have shared power to dispose or to direct the disposition of the 7,142,858 shares of Common Stock they beneficially own.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of
More than Five Percent on Behalf of Another Person.
Only Boxer Capital has the right to receive dividends and the proceeds from the
sale of the shares of Common Stock held by Boxer Capital.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person.
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Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of
Dissolution of Group.
Not applicable.
Item 10. Certification.
(c) By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §
240.14a-11.
Exhibits
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1
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Joint Filing Agreement, dated November 8, 2018, among the Reporting Persons.
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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.
November 8, 2018
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BOXER CAPITAL, LLC
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By:
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/s/ Aaron I. Davis
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Name:
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Aaron I. Davis
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Title:
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Authorized Signatory
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BOXER ASSET MANAGEMENT INC.
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By:
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/s/ Jason Callender
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Name:
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Jason Callender
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Title:
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Director
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JOSEPH C. LEWIS
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/s/ Joseph C. Lewis
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Joseph C. Lewis, Individually
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