SCHEDULE: Hezbay Holdings Exits Matinas BioPharma Joint Filing
Beneficial Ownership Amendment
Hezbay Holdings LLC and Ari Kluger have withdrawn from a joint filing agreement regarding their stake in Matinas BioPharma Holdings, Inc. due to personal reasons.
Summary
- Hezbay Holdings LLC and Ari Kluger, collectively the Reporting Person, have filed Amendment No. 2 to their Schedule 13D.
- The Reporting Person has decided to withdraw from the Joint Filing Agreement dated February 20, 2025, citing personal reasons.
- The Reporting Person beneficially owns 253,841 shares of Matinas BioPharma Holdings, Inc. common stock, representing 4.99% of the class.
- This ownership percentage is based on 5,086,985 common shares issued and outstanding as of August 12, 2025.
- The securities owned by the Reporting Person are subject to a contractual 4.99% ownership restriction (blocker provision), meaning they are no longer required to file reports pursuant to Rule 13d.
Sentiment
Score: 5
Explanation: The filing is largely neutral. It details an administrative change in a significant shareholder's reporting status rather than a fundamental change in the company's operations or prospects. The withdrawal from a joint filing could be seen as a minor negative signal regarding coordinated investor engagement.
Positives
- The Reporting Person's ownership remains below the 5% threshold, which simplifies their reporting obligations.
Negatives
- The withdrawal from a joint filing agreement by a significant holder could be interpreted as a reduction in coordinated investor engagement or a less active stance.
Risks
- No new specific risks for Matinas BioPharma Holdings, Inc. are introduced by this filing. The primary change relates to the reporting person's administrative status.
Future Outlook
The filing does not contain any forward-looking statements or guidance from Matinas BioPharma Holdings, Inc. It primarily details a change in the reporting status of a significant shareholder.
Management Comments
- Ari Kluger, Sole Member of Hezbay Holdings LLC, stated the withdrawal from the Joint Filing Agreement was due to 'personal reasons'.
Industry Context
This filing is an administrative update regarding a significant shareholder's reporting obligations and does not provide insights into broader industry trends or competitive landscape for Matinas BioPharma Holdings, Inc.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Shareholder Reporting Status | Hezbay Holdings LLC and Ari Kluger have withdrawn from a Joint Filing Agreement, indicating a change in their coordinated reporting approach as significant shareholders. | 09/25/2025 | This change affects the reporting obligations of the shareholder group but does not directly alter Matinas BioPharma's corporate governance structure or policies. |
Stakeholder Impact
- Shareholders may note that a significant holder is no longer part of a joint filing agreement, potentially indicating a less coordinated approach among certain investors.
Next Steps
- The Reporting Person is no longer required to file reports pursuant to Rule 13d due to maintaining ownership below the 5% threshold with a contractual blocker provision.
Key Dates
| Date | Description |
|---|---|
| 02/20/2025 | Date of the Joint Filing Agreement from which the Reporting Person is withdrawing. |
| 02/21/2025 | Date of the original Schedule 13D filing by the Reporting Person. |
| 04/10/2025 | Date of Amendment No. 1 to the Schedule 13D. |
| 08/12/2025 | Date as of which 5,086,985 Common Shares were issued and outstanding. |
| 09/25/2025 | Date of the event requiring this filing (withdrawal from Joint Filing Agreement) and filing date of Amendment No. 2. |
Recommendation
holdThis filing is an administrative update regarding a significant shareholder's reporting status and does not provide new material information about Matinas BioPharma's operational performance, financial health, or strategic direction. The shareholder's beneficial ownership remains at 4.99%, below the threshold for mandatory Schedule 13D filings, suggesting no immediate change in their investment position. Therefore, a 'hold' recommendation is appropriate as there is no new information to warrant a change in investment thesis.
Keywords
Matinas BioPharma, Hezbay Holdings, Ari Kluger, Schedule 13D, beneficial ownership, common stock, ownership restriction, joint filing agreement
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