Matinas BioPharma has announced a significant corporate transformation through two definitive agreements. The company will merge with GH Power to form a publicly traded clean energy firm while simultaneously divesting its biopharmaceutical assets to Azurity Pharmaceuticals. This dual transaction effectively pivots Matinas from biotechnology into the growing sectors of critical minerals and industrial decarbonization.
A Strategic Pivot into Clean Energy
The business combination will create a new entity, GHP International, which will be listed on the NYSE American exchange. This new company will focus on commercializing GH Power’s proprietary modular reactor systems. These systems are designed to convert recycled metals into high-purity alumina, clean hydrogen, and usable thermal energy for industrial applications.
According to GH Power CEO David White, this move is a defining milestone that will accelerate the commercialization of its technology. Becoming a public company is expected to provide enhanced access to capital and greater strategic visibility. The focus will be on deploying the technology across industrial sectors and expanding into new markets in North America and Europe.
Under the terms of the agreement, existing GH Power equity holders will own approximately 91% of the new company. Matinas equity holders are expected to own the remaining 9% on a fully diluted basis. The board of GHP International will consist of five directors, with four designated by GH Power and one by Matinas.
Divestiture of Nanotechnology Platform
In a concurrent strategic move, Matinas has agreed to sell its subsidiary, Matinas BioPharma Nanotechnologies, to Azurity Pharmaceuticals. The sale includes the company’s entire lipid nano-crystal (LNC) drug delivery technology platform. This divestiture also transfers the rights to its lead product candidate, MAT2203, an oral treatment for fungal infections.
The financial terms of the sale involve an upfront cash payment of $4.0 million to Matinas. The agreement also includes potential future payments of up to $17.5 million tied to specific milestones. Furthermore, Matinas will receive mid-single-digit royalties on future net sales and certain licensing proceeds generated by the divested assets.
Matinas CEO Jerome D. Jabbour stated that the transaction unlocks the value of the LNC platform for stockholders. He noted that after a comprehensive review, the board concluded this dual strategy was a compelling opportunity to maximize long-term value. This allows stockholders to participate in the high-growth clean energy market while realizing the value of their biopharma innovations.
Transaction Details and Financial Footing
Both the business combination and the asset sale are anticipated to close in the fourth quarter of 2026. The completion of these transactions is contingent upon the satisfaction or waiver of customary closing conditions. These include approvals from both Matinas and GH Power securityholders, as well as necessary court and regulatory clearances.
A key condition for the merger is the completion of a financing round by GH Power, resulting in at least $15.0 million in gross proceeds. Additionally, the U.S. Securities and Exchange Commission must declare the registration statement on Form F-4 effective. The new company's shares must also be approved for listing on the NYSE American exchange.
To support its operations through this transition, Matinas recently secured additional capital through two financing initiatives. A private placement of preferred stock and warrants raised $575,000 in gross proceeds. A separate warrant inducement agreement generated approximately $2.6 million, bolstering the company's working capital for general corporate purposes.
These strategic maneuvers represent a complete reinvention of Matinas BioPharma, shifting its focus from drug delivery to clean energy technology. The business combination with GH Power provides a pathway into high-growth industrial markets, while the sale to Azurity monetizes its legacy biopharmaceutical assets. This comprehensive restructuring is designed to deliver sustainable long-term value to its shareholders by repositioning the company for the future.