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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(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 13D/A 0002058272 XXXXXXXX LIVE 2 COMMON STOCK, $0.0001 PAR VALUE PER SHARE 09/25/2025 false 0001582554 576810303 Matinas BioPharma Holdings, Inc. 1545 Route 206 South Suite 302 Bedminster NJ 07921 Hezbay Holdings LLC 917-923-7072 23 Tammy Road Spring Valley NY 10977 0002058272 N Hezbay Holdings LLC WC N NY 0.00 253841.00 0.00 253841.00 253841.00 Y 4.99 OO Note to 7, 9 and 11: Based on 5,086,985 Common Shares issued and outstanding as of August 12, 2025. Note to 12: The aggregate amount in Row 7 excludes the Common Shares purchasable pursuant to the Preferred Shares and Warrants owned by the Reporting Person which contain a contractually stipulated 4.99% ownership restriction. Y Ari Kluger WC N NY 0.00 253841.00 0.00 253841.00 253841.00 Y 4.99 IN Note to 7, 9 and 11: Based on 5,086,985 Common Shares issued and outstanding as of August 12, 2025. Note to 12: The aggregate amount in Row 7 excludes the Common Shares purchasable pursuant to the Preferred Shares and Warrants owned by the Reporting Person which contain a contractually stipulated 4.99% ownership restriction. COMMON STOCK, $0.0001 PAR VALUE PER SHARE Matinas BioPharma Holdings, Inc. 1545 Route 206 South Suite 302 Bedminster NJ 07921 This Amendment No. 2 (the "Amendment") amends and supplements the Schedule 13D filed by the Reporting Person (as defined in Item 2 of the Schedule 13D) with the SEC (as defined in Item 5 of the Schedule 13D) on February 21, 2025 (the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported on the Schedule 13D or the Schedule 13D/A filed by the Reporting Person with the SEC on April 10, 2025 ("Amendment No. 1"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D and Amendment No. 1, as applicable. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Hezbay Holdings LLC: This Statement is filed by Hezbay Holdings LLC, a New York limited liability company, a single member LLC, whose sole member is Ari Kluger ("Hezbay", and together with Ari Kluger, the "Reporting Person") by virtue of its direct beneficial ownership of Shares. The principal business of Hezbay is making investments. Ari Kluger: This Statement is filed by Ari Kluger by virtue of his direct and indirect beneficial ownership of Shares. 23 Tammy Road, Spring Valley, New York 10977 N/A N/A N/A New York N/A Due to personal reasons, the Reporting Person has decided to withdraw from the Joint Filing Agreement dated as of February 20, 2025 and filed as Exhibit 99.4 of the Schedule 13D filed with the Securities and Exchange Agreement on February 21, 2025. The securities owned by the Reporting Person are subjected to a 4.99 blocker provision. Therefore, the Reporting Person is currently no longer required to file reports pursuant to Rule 13d. N/A N/A N/A N/A N/A Item 6 of the Original Schedule 13D is hereby amended and supplemented to add the following: The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 6. None Hezbay Holdings LLC /s/ Ari Kluger Ari Kluger, Sole Member 09/25/2025 Ari Kluger /s/ Ari Kluger Ari Kluger 09/25/2025