# Matinas BioPharma Holdings, Inc. (MTNB) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_6cb60a0525ce0e312939 · retrieved 2026-08-11T16:09:38.239Z

## Overview
Matinas BioPharma Holdings, Inc. is a biopharmaceutical company that is combining with GH Power Inc., a clean energy and critical minerals company that develops modular reactor systems designed to convert recycled metals and water into high-purity alumina, clean hydrogen, and usable thermal energy.

On July 10, 2026, Matinas BioPharma Holdings, Inc. and GH Power Inc. (a clean hydrogen and critical minerals company based in Ontario, Canada) entered into a definitive Business Combination Agreement. Under the transaction terms, a newly formed Ontario corporation (expected to be named GH Power International Inc.) will become the public parent of both companies. Based on current transaction terms, existing GH Power shareholders are expected to own approximately 91% of GH Power International's outstanding equity at closing, while existing Matinas stockholders are expected to own approximately 9%, though these percentages are subject to adjustment for capital raised before closing and certain other issuances. The combined company's common shares are expected to be listed on the NYSE American, subject to approval of the listing application and satisfaction of applicable listing standards. Closing is currently expected in the fourth quarter of 2026 and is subject to shareholder and securityholder approvals, completion of financing resulting in gross proceeds of at least $15.0 million, approval of the NYSE American listing application, and other closing conditions.

## Terms
- Counterparty: GH Power Inc. · Deal value: $15.0M · Stake: 91%

## Key dates
- Announced 2026-07-29 · Expected close 2026-12-31

## Timeline
- 2026-07-29 · 425 (0001493152-26-035183): 425 - Matinas BioPharma Holdings, Inc. — *Matinas BioPharma Holdings, Inc. is a pharmaceutical company engaged in the development and commercialization of pharmaceutical preparations.* On July 10, 2026, Matinas BioPharma Holdings, Inc. and GH Power Inc. (an Ontario-based clean energy and critical minerals company) entered into a Business Combination Agreement. Under the terms of the agreement, a newly formed Ontario corporation expected to be named GH Power International Inc. will become the public parent of both companies. GH Power shareholders are expected to own approximately 91% of the combined entity, with Matinas shareholders holding the remaining 9%. The combined company is expected to list on the NYSE American stock exchange, subject to approval of its listing application and satisfaction of applicable listing standards. The business combination requires GH Power to complete a minimum $15.0 million financing ahead of closing, which is targeted for the fourth quarter of 2026 and is subject to satisfaction or waiver of other applicable closing conditions.
  https://www.sec.gov/Archives/edgar/data/1582554/0001493152-26-035183.txt
- 2026-07-30 · 425 (0001493152-26-035330): 425 - Matinas BioPharma Holdings, Inc. — *Matinas BioPharma Holdings, Inc. is a pharmaceutical company (NYSE AMER: MTNB) that is combining with GH Power, a Canadian-based clean energy technology company specializing in modular reactor systems that convert recycled metals and water into high-purity alumina, clean hydrogen, and net-zero thermal energy.* On July 10, 2026, Matinas BioPharma Holdings, Inc. entered into a definitive Business Combination Agreement with GH Power Inc., a Canadian clean energy technology company. Under the transaction, GH Power will become a wholly owned subsidiary of a newly formed Ontario corporation expected to be named GH Power International ("GHP International"). Following completion, existing GH Power shareholders are expected to own approximately 91% of GHP International's outstanding equity at closing, subject to adjustment according to the transaction documents. GHP International's common shares are expected to be listed on the NYSE American, subject to approval of the listing application and satisfaction of the exchange's applicable listing standards. Completion is subject to shareholder, regulatory, court, financing, and exchange approvals and other closing conditions, including GH Power financing resulting in gross proceeds of at least $15.0 million.
  https://www.sec.gov/Archives/edgar/data/1582554/0001493152-26-035330.txt
- 2026-08-04 · 425 (0001493152-26-036000): 425 - Matinas BioPharma Holdings, Inc. — *Matinas BioPharma Holdings, Inc. is a biopharmaceutical company that is combining with GH Power Inc., a clean energy and critical minerals company that develops modular reactor systems designed to convert recycled metals and water into high-purity alumina, clean hydrogen, and usable thermal energy.* On July 10, 2026, Matinas BioPharma Holdings, Inc. and GH Power Inc. (a clean hydrogen and critical minerals company based in Ontario, Canada) entered into a definitive Business Combination Agreement. Under the transaction terms, a newly formed Ontario corporation (expected to be named GH Power International Inc.) will become the public parent of both companies. Based on current transaction terms, existing GH Power shareholders are expected to own approximately 91% of GH Power International's outstanding equity at closing, while existing Matinas stockholders are expected to own approximately 9%, though these percentages are subject to adjustment for capital raised before closing and certain other issuances. The combined company's common shares are expected to be listed on the NYSE American, subject to approval of the listing application and satisfaction of applicable listing standards. Closing is currently expected in the fourth quarter of 2026 and is subject to shareholder and securityholder approvals, completion of financing resulting in gross proceeds of at least $15.0 million, approval of the NYSE American listing application, and other closing conditions.
  https://www.sec.gov/Archives/edgar/data/1582554/0001493152-26-036000.txt

## Citations
- 0001493152-26-035183 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226035183
- 0001493152-26-035330 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226035330
- 0001493152-26-036000 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226036000