[SCHEDULE 13G] Matinas BioPharma Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Matinas BioPharma Holdings, Inc. (MTNB) Schedule 13G shows David E. Lazar reported beneficial ownership of 545,000 shares, equal to 9.81% of the company’s common stock based on 5,553,651 shares outstanding. The filing states those shares were beneficially owned as of the close of business on August 15, 2025. The cover data indicates 0 sole voting and dispositive power and 545,000 shares held with shared voting and dispositive power. The Reporting Person is identified as a registered investment adviser type (IA) and lists principal business address in Panama City, Panama. The filing includes a certification that the holdings were not acquired to influence control of the issuer.

Positive

• Material minority stake disclosed: 545,000 shares (9.81%) provides clear transparency to the market
• Schedule 13G classification and certification indicate the Reporting Person positions the holdings as passive, not intended to influence control

Negative

• Shared voting and dispositive power for all reported shares could indicate agreements or arrangements that are not described in this filing
• No detail on acquisition timing or counterparties is provided, limiting insight into the origin or context of the position

Insights

Securities Analyst

TL;DR A sub-10% passive Schedule 13G filing discloses a material minority stake with shared control signals institutional-style ownership.

David E. Lazar reports a 9.81% position, which is material enough to attract investor attention but remains below 10% ownership thresholds that often trigger different regulatory or strategic implications. The designation as an investment adviser filing under Schedule 13G suggests a passive intent rather than an active control effort, supported by the certification denying acquisition to influence control. Shared voting and dispositive power of all disclosed shares implies arrangements with other parties or vehicles; disclosure does not identify those parties. For investors, this is a notable ownership disclosure but not an activist or control claim based on the form and statements provided.

Corporate Governance Expert

TL;DR The filing signals meaningful institutional ownership but explicitly denies any control purpose, limiting governance implications.

The 9.81% stake is significant from a governance perspective because it represents concentrated ownership sufficient to influence votes if coordinated, yet the Schedule 13G classification and the certification indicate the Reporting Person asserts passive intent. The document shows shared voting and dispositive power rather than sole authority, which suggests either pooled holdings or voting agreements; however, the filing does not provide details on any agreements or other holders. Absent further disclosures, there is no evidence here of planned engagement or leadership challenges.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Matinas BioPharma Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

576810303

(CUSIP Number)

08/15/2025

(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

Lazar David E.

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 0.00
6	Shared Voting Power 545,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 545,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

545,000.00

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)

9.81 %

12

Type of Reporting Person (See Instructions)

IA

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: David E. Lazar (the "Reporting Person")
(b)	Address or principal business office or, if none, residence: The principal business address of the Reporting Person is 44, Tower 100, The Towers, Winston Churchill, San Francisco, Paitilla, Panama City, Panama 07196.
(c)	Citizenship: The Reporting Person is a citizen of Portugal and Israel.
(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 aggregate percentage of Shares owned by the Reporting Person is based upon 5,553,651 shares of Common Stock outstanding as of August 18, 2025, as reported in the Issuer's most recent public filings with the Securities and Exchange Commission. As of the close of business on August 15, 2025, the Reporting Person beneficially owned 545,000 Shares.
(b)	Percent of class: 9.81%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Cover Pages Items 5-9.
	(ii) Shared power to vote or to direct the vote: See Cover Pages Items 5-9.
	(iii) Sole power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
	(iv) Shared power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
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 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.

Lazar David E.

Signature:	/s/ David E. Lazar
Name/Title:	David E. Lazar
Date:	08/19/2025

FAQ

What stake in Matinas BioPharma (MTNB) does David E. Lazar report?

The filing reports 545,000 shares, representing 9.81% of common stock based on 5,553,651 shares outstanding.

Was this Schedule 13G filed as passive or active ownership for MTNB?

It was filed under Schedule 13G with an investment adviser (IA) classification and includes a certification that the shares were not acquired to influence control, indicating passive intent.

Does David E. Lazar have sole voting or dispositive power over the MTNB shares?

No. The cover data shows 0 sole voting and dispositive power and 545,000 shares with shared voting and dispositive power.

What date is the beneficial ownership measured as of in the filing?

Beneficial ownership is reported as of the close of business on August 15, 2025.

Where is the Reporting Person’s principal business address listed?

The principal business address is listed as 44, Tower 100, The Towers, Winston Churchill, San Francisco, Paitilla, Panama City, Panama 07196.