aibioMatinas plans GH Power combination and sells MAT2203 to Azurity
Tickers MTNB
Matinas BioPharma agreed to combine with GH Power in a business combination expected to close in the fourth quarter of 2026, and to sell its MAT2203 and LNC business to Azurity Pharmaceuticals for $4.0 million upfront.
Key facts
- Company
- Matinas Biopharma Holdings, Inc. (AMEX: MTNB)
- News type
- Mergers
- Primary source
- Matinas Biopharma Holdings, Inc. 8-K (2026-07-13)
Matinas BioPharma Holdings, Inc. said on July 13, 2026 that it has signed a definitive business combination agreement with GH Power Inc. and a definitive stock purchase agreement to sell Matinas BioPharma Nanotechnologies, Inc. to Azurity Pharmaceuticals, Inc. The company announced both transactions in a release filed with a Form 8-K the same day. The release describes the combination as a way to create a publicly traded company focused on advanced clean energy and green hydrogen.
The sale to Azurity
Under the stock purchase agreement, Azurity would acquire Matinas BioPharma Nanotechnologies, Inc., including MAT2203 and the company's lipid nano-crystal (LNC) technology platform. The release says the sale provides for $4.0 million upfront, up to an additional $17.5 million in potential milestones, and future mid-single-digit royalties.
Jerome D. Jabbour, Chief Executive Officer of Matinas, said that after a comprehensive review of strategic alternatives, the board concluded the transaction "represents a compelling strategic opportunity to maximize long-term value for our stockholders."
The combination with GH Power
Under the business combination agreement, a newly formed Ontario corporation expected to be named GH Power International will become the public parent of both GH Power and Matinas. Matinas will then survive as a wholly owned subsidiary of GHP International after a Delaware subsidiary merges into it.
According to the release, GH Power has developed modular reactor systems that convert scrap metals and water into high-purity alumina, clean hydrogen and thermal energy.
Existing GH Power equityholders are expected to own approximately 91% of GHP International after closing, and existing Matinas equityholders approximately 9%, on a fully diluted basis. Each outstanding Matinas common share is expected to convert into the right to receive 0.1 of a GHP International common share. Both boards have unanimously approved the combination.
Conditions and governance
The release says the transaction is expected to close in the fourth quarter of 2026. Closing depends on approval by Matinas stockholders and by the required GH Power securityholders, Ontario court approvals, and effectiveness of a Form F-4 registration statement to be filed with the U.S. Securities and Exchange Commission. Other conditions include GH Power completing a financing with gross proceeds of at least $15.0 million and NYSE American approving the listing of GHP International's common shares.
The release also covers a separate private placement of Series D convertible preferred stock and warrants, and a warrant inducement, both completed alongside the deal. It names one adviser: ThinkEquity is acting as an advisor and as exclusive warrant solicitation agent in the inducement. It names no bank or advisor for the business combination or the Azurity sale.
What the company does
In its annual report on Form 10-K filed March 31, 2026, Matinas describes itself as a clinical-stage biopharmaceutical company. Its lead product candidate is MAT2203, an oral form of amphotericin B, an antifungal drug. After the EnACT Phase 2 trial in cryptococcal meningitis, the company says MAT2203 is positioned for a single Phase 3 registration trial, the ORALTO trial, for invasive aspergillosis in patients with limited treatment options.
The annual report says that after an 80% reduction in workforce in late October 2024, the company paused further clinical development of MAT2203. It says the company will require either a partnership transaction or additional capital before it can begin the ORALTO trial.
Financial position
The company's reported figures show research and development expense of $85,000 for the fiscal year ended December 31, 2025, compared with $11.4 million for 2024. The net loss was $10.3 million for 2025 and $24.3 million for 2024. Cash from operations was negative $7.0 million for 2025 and negative $15.9 million for 2024.
The risks ahead
Neither deal has closed. The combination needs Matinas stockholder approval, Ontario court approvals, an effective Form F-4 and a GH Power financing of at least $15.0 million, and NYSE American must approve the listing of GHP International shares. The release gives no filing or meeting date. Matinas holders would own about 9% of the combined company. Cash and cash equivalents were $761,000 at June 30, 2026, cash from operations was negative $7.0 million for 2025, and the release says the Azurity sale brings $4.0 million upfront.