Matinas BioPharma Announces GH Power Business Combination; Sells Nano Unit

What Happened
Matinas BioPharma Holdings, Inc. (MTNB) filed an 8‑K on July 13, 2026 disclosing a Business Combination Agreement (BCA) dated July 10, 2026 to combine with GH Power Inc. via a Plan of Arrangement and merger into a newly formed Pubco. The parties expect to complete the Business Combination in Q4 2026, subject to conditions including stockholder approvals, an effective Form F‑4, a required PIPE financing of at least $15.0 million, and NYSE listing of Pubco shares. Concurrent transactions disclosed include (1) a Stock Purchase Agreement to sell Matinas BioPharma Nanotechnologies, Inc. (Matinas Nano) to Azurity Pharmaceuticals for up to $21.5 million plus royalties, (2) a Series D private placement (Matinas PIPE) that closed July 10, 2026 raising up to $575,000 in gross proceeds, and (3) a warrant inducement that generated approximately $2.6 million gross from exercises on July 10, 2026.

Key Details

• Business Combination terms: at closing each Matinas common share will convert into 0.1 Pubco common share; pro forma ownership (before advisor issuance and PIPE) is expected to be ~91% GH Power equityholders / ~9% current Matinas equityholders based on valuations of $250M (GH Power) and $24,725,274.73 (Matinas). Closing expected Q4 2026; closing conditions include PIPE ≥ $15M, stockholder approvals and F‑4 effectiveness.
• Matinas Nano sale to Azurity: up to $21.5M total consideration ( $4.0M at closing, up to $17.5M in milestones) plus a mid‑single‑digit royalty on MAT2203; former Series A preferred holders are entitled to 7.5% of amounts received from Azurity.
• Financings and warrants: Matinas PIPE sold 575 shares of Series D Convertible Preferred (stated value $1,000 each) convertible into up to 1,642,856 common shares; associated warrants cover up to the same number. Existing warrant holders exercised at $0.35 generating ~$2.6M gross and received new unregistered warrants to buy up to 7,486,605 shares; the company now has 13,692,796 common shares outstanding (post‑inducement as of July 10, 2026).
• Governance and personnel: Pubco’s initial board to have five directors (1 designated by Matinas, 4 by GH Power); CEO Jerome Jabbour’s employment agreement was amended to extend the Change‑in‑Control trigger for a retention bonus to December 31, 2026 (two‑thirds of the bonus, $199,333.33, is currently payable). Director Robin L. Smith resigned effective July 12, 2026.

Why It Matters
These filings describe a potential path for Matinas to become part of a larger public company (Pubco) via a transaction that would significantly dilute current equity if completed (Matinas holders projected to hold 9% pro forma before adjustments). The sale of Matinas Nano to Azurity monetizes that business line and could provide contingent milestone and royalty payments. The announced PIPE and warrant transactions have already brought immediate cash ($2.6M from warrant exercises plus $575K from the Series D issuance) but require stockholder approvals under NYSE rules; the business combination itself remains conditional on multiple approvals, financing and SEC clearance (F‑4). Investors should watch upcoming proxy/prospectus filings, votes, and the PIPE financing progress; these will determine whether and when the transactions close and how ownership and share counts will change.