Matinas BioPharma Holdings Inc. announced July 13 that it has entered into an agreement with GH Power Inc. of Ontario to create a publicly traded critical-minerals and clean-energy company.
The combined company will focus on modular reactors that convert recycled metals into advanced materials, clean hydrogen, and usable heat for industrial, utility and distributed energy applications.
The companies said the business combination is expected to provide a public market platform to accelerate commercialization, project development and strategic growth across North America and Europe.
The Bedminster company also announced that it has entered into a stock purchase agreement to sell Matinas BioPharma Nanotechnologies Inc., including MAT2203 and the Company’s lipid nano-crystal (“LNC”) technology platform, to Azurity Pharmaceuticals Inc.
Pursuant to the agreement, a newly formed Ontario corporation, expected to be named GH Power International, will, at or prior to the closing of the business combination, become the public parent company of GH Power and Matinas.
GH Power has developed proprietary modular reactor systems that convert scrap metals and water into high-purity alumina, clean hydrogen and thermal energy. The company’s technology is designed to address growing demand for behind-the-meter power, the onshoring of critical mineral production and industrial decarbonization.
“This transaction marks a defining milestone for GH Power and reflects years of technology development, engineering and execution,” said David White, chief executive officer of GH Power. “Becoming a publicly traded company is expected to strengthen our access to capital, enhance our strategic visibility, and accelerate the commercialization of our proprietary modular reactor technology.
“We are focused on deploying our technology across industrial applications, expanding our strategic partnerships and entering new markets where demand for critical minerals, behind-the-meter power and green hydrogen continues to grow.
Under the terms of the agreement, existing GH Power equity holders are expected to own about 91% of the outstanding equity of GHP International immediately following closing, and existing Matinas equity holders are expected to own approximately 9% of the outstanding equity of GHP International.
The boards of directors of GH Power, Matinas, GHP International and the merger subsidiaries have unanimously approved the proposed business combination.
The transaction is expected to close in the fourth quarter of 2026.
Upon the closing of the business combination, the board of directors of GHP International is expected to consist of five directors, with four designated by GH Power and one by Matinas.
The agreement also contains certain termination rights for both GH Power and Matinas, including the right of either party to terminate if the closing has not occurred by December 31, 2026.
Matinas also entered into the stock purchase agreement with Azurity Pharmaceuticals Inc. Under the terms of the agreement, Azurity will buy Matinas BioPharma Nanotechnologies Inc., including all rights to MAT2203 and Matinas’s LNC technology platform, for $4 million in upfront cash consideration, subject to customary adjustments, plus up to an additional $17.5 million in potential milestone payments and future mid-single-digit royalties on net sales and certain licensing proceeds generated by MAT2203.
Matinas intends to use the net proceeds for working capital and general corporate purposes.
ThinkEquity is acting as an adviser and as an exclusive warrant solicitation agent in connection with the stock purchase agreement.
