We consider a holographic description of a system of strongly-coupled fermions in 2 + 1 dimensions based on a D7-brane probe in the background of D3-branes. The black hole embedding represents a Fermi-like liquid. We study the excitations of the Fermi liquid system. Above a critical density which depends on the temperature, the system becomes unstable towards an inhomogeneous modulated phase which is similar to a charge density and spin wave state. The essence of this instability can be effectively described by a Maxwell-axion theory with a background electric field. We also consider the fate of zero sound at non-zero temperature.