Matinas BioPharma to merge with GH Power, sell drug unit to Azurity
Matinas BioPharma Holdings, Inc. (NYSE American: MTNB) has entered into a definitive business combination agreement with GH Power Inc., a private company that has developed modular reactor systems that convert scrap metals and water into high-purity alumina, clean hydrogen and thermal energy.
Under the agreement, a newly formed Ontario corporation expected to be named GH Power International will become the public parent of both companies. Existing GH Power equityholders are expected to own approximately 91% of the combined entity, while existing Matinas equityholders are expected to own approximately 9%, on a fully diluted basis. Each outstanding share of Matinas common stock is expected to convert into 0.1 of a GHP International common share. The transaction is expected to close in the fourth quarter of 2026, subject to stockholder approvals, SEC registration effectiveness, a minimum $15.0 million financing by GH Power, and NYSE American listing approval.
Separately, Matinas announced a definitive agreement to sell its wholly owned subsidiary Matinas BioPharma Nanotechnologies, Inc. — including its lipid nano-crystal drug delivery platform and lead product candidate MAT2203, an oral antifungal treatment — to Azurity Pharmaceuticals, Inc. for $4.0 million in upfront cash, plus up to $17.5 million in potential milestone payments and future mid-single-digit royalties on net sales.
Former holders of Matinas Series A Preferred Stock are entitled to receive 7.5% of all amounts received from Azurity under the sale agreement.
Matinas also disclosed two financing transactions that closed July 10, 2026. In a private placement, the company raised $575,000 in gross proceeds through the sale of 575 shares of Series D Convertible Preferred Stock and warrants to purchase up to 1,642,856 shares of common stock at $0.35 per share. In a separate warrant inducement transaction, Matinas received approximately $2.6 million in gross proceeds from the exercise of existing warrants covering 7,486,605 shares, also at $0.35 per share. New five-year warrants for an equivalent number of shares were issued as inducement consideration.
Matinas stated it intends to use proceeds from both financings for working capital and general corporate purposes. Information in this article is based on a company press release.