Highbridge Capital Management reported beneficial ownership of 466,667 shares of Matinas BioPharma Holdings common stock, representing 8.4% of the outstanding class based on 5,086,985 shares outstanding. The reported shares are issuable upon exercise of warrants held by Highbridge Funds and are held on behalf of those funds, with Highbridge Tactical Credit Master Fund, L.P. identified as having rights to more than 5% of the class. The filing clarifies that these securities were acquired and are held in the ordinary course of business and not for the purpose of changing control.
Positive
None.
Negative
None.
Insights
TL;DR: Highbridge holds an 8.4% economic interest via exercisable warrants, a material stake but non-control in nature.
Highbridge's 466,667-share position, calculated on 5,086,985 shares outstanding, is significant in size for a single reporting entity and may affect potential future float if warrants are exercised. The position is disclosed as held in the ordinary course of business and not for control, indicating a passive investment posture. Investors should note the position is by warrant holders rather than current common stock ownership, so actual dilution or voting shifts depend on future exercises.
TL;DR: Ownership is disclosed transparently and is structured through warrants, without asserted intent to influence control.
The filing identifies the reporting adviser and the relevant fund with economic rights to over 5% of the class, satisfying disclosure norms. Because the reporting person affirms the securities are not held to change control, this appears to be passive ownership for now. The disclosure of the adviser and underlying fund aligns with governance transparency expectations; any governance implications will depend on whether warrants are exercised and whether the holder seeks active influence thereafter.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Matinas BioPharma Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
576810303
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
576810303
1
Names of Reporting Persons
Highbridge Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
466,667.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
466,667.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
466,667.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.4 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: The 466,667 shares of Common Stock (as defined in Item 2(a)) are issuable upon exercise of warrants reported herein.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Matinas BioPharma Holdings, Inc.
(b)
Address of issuer's principal executive offices:
1545 Route 206 South, Suite 302, Bedminster, NJ, 07921
Item 2.
(a)
Name of person filing:
This statement is filed by Highbridge Capital Management, LLC ("Highbridge" or the "Reporting Person"), a Delaware limited liability company and the investment adviser to certain funds and accounts (the "Highbridge Funds"), with respect to the shares of common stock, par value $0.0001 per share ("Common Stock"), of Matinas BioPharma Holdings, Inc., a Delaware corporation (the "Issuer"), issuable upon exercise of warrants directly held by the Highbridge Funds.
The filing of this statement should not be construed as an admission that any of the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of the Reporting Person is 277 Park Avenue, 23rd Floor, New York, New York 10172.
(c)
Citizenship:
Highbridge is a Delaware limited liability company.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
576810303
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 5,086,985 shares of Common Stock outstanding as of May 15, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on May 15, 2025, and assumes the exercise of the warrants held by the Highbridge Funds.
(b)
Percent of class:
8.4%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Highbridge Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein. Highbridge Tactical Credit Master Fund, L.P., a Highbridge Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the shares of Common Stock.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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.
What percentage of MTNB does Highbridge report owning?
Highbridge reports beneficial ownership of 466,667 shares, representing 8.4% of MTNB based on 5,086,985 shares outstanding.
Are the reported MTNB shares currently outstanding common stock?
No. The filing states the 466,667 shares are issuable upon exercise of warrants held by Highbridge Funds.
Which Highbridge fund is identified as holding more than 5% of MTNB?
Highbridge Tactical Credit Master Fund, L.P. is identified as having the right to receive proceeds or dividends for more than 5% of the shares reported.
Does Highbridge state an intent to influence control of MTNB?
The filing certifies the securities are held in the ordinary course of business and were not acquired to change or influence control of the issuer.
On what share count is the 8.4% figure based?
The percentage is calculated using an aggregate of 5,086,985 shares outstanding as reported by the issuer.
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