Matinas to combine with GH Power, sell drug unit MAT2203 to Azurity

Matinas BioPharma Holdings announced on July 13, 2026 that it signed a definitive Business Combination Agreement with GH Power Inc., an Ontario-based company, aimed at forming a publicly traded company on the NYSE built around modular reactors that turn recycled metals into advanced materials, clean hydrogen, and usable heat for industrial, utility, and distributed energy purposes.¹

Separately, Matinas signed a Stock Purchase Agreement to sell its subsidiary Matinas BioPharma Nanotechnologies, including the lipid nano-crystal platform and lead candidate MAT2203, an oral formulation used for the treatment of fungal infections¹, to Azurity Pharmaceuticals. Under that agreement, Azurity agreed to pay up to $21,500,000 in total, with $4,000,000 due at closing subject to downward adjustment for indebtedness, up to an additional $17,500,000 tied to milestone achievements, and a mid-single-digit royalty on net sales and licensing proceeds from MAT2203.¹ Former holders of Matinas's Series A Preferred Stock are entitled to 7.5% of all proceeds Matinas receives from Azurity under this deal.¹

On the merger structure, GH Power equityholders are expected to hold about 91% of the combined company's equity after closing, with Matinas equityholders holding about 9%, calculated on a fully diluted basis subject to adjustments for capital raised before closing.¹ Each Matinas common share would convert into 0.1 of a share in the new parent company, GHP International.¹

The deal is expected to close in the fourth quarter of 2026, subject to conditions including Matinas and GH Power shareholder approvals, Ontario court approval, SEC registration effectiveness, GH Power raising at least $15 million, and NYSE American listing approval.¹ Matinas also disclosed a $575,000 Series D preferred stock private placement and a warrant inducement transaction, both closed July 10, 2026, with the warrant exercise generating about $2.6 million in gross proceeds for working capital.¹