Matinas BioPharma (MTNB) and GH Power set 91/9 split in NYSE American deal

Rhea-AI Filing Summary

Matinas BioPharma Holdings, Inc. and GH Power Inc. have signed a Business Combination Agreement under which a new 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 company, with Matinas stockholders holding about 9%, subject to adjustment under the definitive agreement. The combined company is expected to seek listing on the NYSE American, subject to approval and listing standards. Closing is targeted for the fourth quarter and is conditioned on several items, including GH Power completing at least $15.0 million of financing, required shareholder and court approvals, effectiveness of a planned Form F-4 registration statement, and other closing conditions.

Filing Explained

The proposed combination remains before the registration and stockholder-vote stages: the Form F-4 has not been filed, no definitive proxy statement/prospectus is available, and this communication is not an offer or solicitation.

Key Figures

GH Power ownership: approximately 91% Matinas ownership: 9% Minimum financing: $15.0 million +3 more

6 metrics

GH Power ownership approximately 91% Expected ownership of GH Power shareholders in the combined company

Matinas ownership 9% Expected ownership of Matinas stockholders in the combined company

Minimum financing $15.0 million GH Power financing required as a condition to closing

Target closing period fourth quarter Targeted timing for completion of the business combination

Form type Form F-4 Registration statement to include proxy statement/prospectus for the transaction

Planned listing venue NYSE American Expected stock exchange for GH Power International Inc. securities

Key Terms

Business Combination Agreement, proxy statement/prospectus, Form F-4, foreign private issuer, +2 more

6 terms

Business Combination Agreement regulatory

"entered into a Business Combination Agreement"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

proxy statement/prospectus regulatory

"will contain a preliminary proxy statement for Matinas stockholders that will also constitute a preliminary prospectus"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

Form F-4 regulatory

"expect to file a registration statement on Form F-4 with the U.S. Securities and Exchange Commission"

Form F-4 is an official filing with the U.S. Securities and Exchange Commission used by non-U.S. companies when they offer securities in connection with mergers, acquisitions, exchange offers or similar transactions. It acts like a detailed product label or instruction manual that explains the deal, the securities being offered, financials, risks and voting requirements, and it matters to investors because it provides the essential facts needed to evaluate how the transaction could affect ownership, value and future returns.

foreign private issuer regulatory

"GHP International qualifying as a foreign private issuer at closing"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

PIPE financing financial

"These statements include, among others, statements regarding ... the PIPE financing"

Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.

forward-looking statements regulatory

"This communication contains forward-looking statements within the meaning of the U.S. federal securities laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/29/2026 - 04:28 PM Accepted by SEC EDGAR 07/29/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What is the proposed business combination involving Matinas BioPharma (MTNB) and GH Power?

Matinas BioPharma and GH Power entered a Business Combination Agreement under which a new parent, expected to be called GH Power International Inc., will become the public company owning both businesses, subject to various closing conditions and approvals.

How will ownership of the combined Matinas (MTNB) and GH Power company be split?

After completion, GH Power shareholders are expected to own approximately 91% of GH Power International Inc., while Matinas stockholders are expected to own about 9%, with these percentages subject to adjustment under the definitive agreement.

What financing condition must be met before the Matinas (MTNB) and GH Power deal can close?

Completion of the transaction requires GH Power to complete financing resulting in gross proceeds of at least $15.0 million, in addition to other closing conditions such as shareholder approvals, court approvals, and effectiveness of the Form F-4 registration statement.

When is the Matinas (MTNB) and GH Power business combination expected to close?

The parties are targeting closing in the fourth quarter of the year. This timing depends on satisfying or waiving required conditions, including approvals, the $15.0 million GH Power financing, and regulatory effectiveness of the registration statement.

On which exchange is the combined Matinas (MTNB) and GH Power company expected to trade?

The combined company, GH Power International Inc., is expected to list its securities on the NYSE American, subject to approval of its listing application and satisfaction of applicable NYSE American listing standards at or around closing.

Where can Matinas (MTNB) stockholders access the proxy statement/prospectus for the GH Power transaction?

After the Form F-4 is declared effective, Matinas will mail a definitive proxy statement/prospectus. Stockholders can also obtain it free via the SEC’s website at www.sec.gov or by requesting it from Matinas at jjabbour@MatinasBioPharma.com.

Filed by Matinas BioPharma Holdings, Inc.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Matinas BioPharma Holdings, Inc.

Commission File No. 001-38022

Date: July 29, 2026

As previously disclosed, on July 10, 2026, Matinas BioPharma Holdings, Inc. (the “Company”), GH Power Inc., a corporation organized under the laws of Ontario (“GH Power”), 1001550000 Ontario Inc., a corporation organized under the laws of Ontario (“Pubco”), 1001550002 Ontario Inc., a corporation organized under the laws of Ontario and a wholly owned subsidiary of Pubco (“GH Power Merger Sub”), and MBH Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“Matinas Merger Sub”), entered into a Business Combination Agreement.

The following is a script used by Dave White, Chief Executive Officer of GH Power, in a Market One Minute interview that was distributed on July 29, 2026:

I am excited to announce that we have signed a definitive agreement to go public through a business combination with Matinas BioPharma.

GH Power is a clean energy and critical minerals company based in Ontario, Canada. We build modular hydrogen reactors that introduce a new class of energy technology.

Our reactors use scrap metals and water to create clean hydrogen and clean thermal energy heat. No fossil fuels are required. It is a closed-loop system that transforms waste into value at industrial scale, and it produces three core outputs. Clean hydrogen fuel for industry, transport, and energy storage. Clean thermal energy, where steam from the reaction is captured and reused in the system. And high-purity aluminum oxide, a critical mineral for batteries, glass, and advanced materials.

Compact and scalable, the reactors can be deployed directly on site at factories, data centres, hospitals, and municipalities.

We believe we are pioneering work in metal fuels, and our company has been recognized globally.

Under the terms of the business combination, 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 ninety-one percent of the combined entity, with Matinas shareholders holding the remaining nine percent. These percentages are subject to adjustment according to the definitive agreement.

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 boards of both companies have unanimously approved the combination.

The business combination requires GH Power to complete a minimum fifteen-million-dollar financing ahead of closing, which is targeted for the fourth quarter of this year and is subject to satisfaction or waiver of other applicable closing conditions.

If completed, the parties to the business combination expect that GH Power International Inc. will focus its efforts on the commercialization of GH Power’s modular reactor.

We believe this proposed transaction marks an important milestone for GH Power as we continue working to advance our clean energy and critical minerals platform.

Important Information About the Proposed Business Combination and Where to Find It

This communication is being made in connection with the proposed business combination involving GH Power, Matinas, and the newly formed Ontario parent company expected to be named GH Power International, as well as related shareholder and stockholder approvals. In connection with the proposed business combination and related approvals, Matinas, GH Power, and GHP International expect to file a registration statement on Form F-4 with the U.S. Securities and Exchange Commission. The registration statement will contain a preliminary proxy statement for Matinas stockholders that will also constitute a preliminary prospectus of GHP International. As of the date of this communication, the Form F-4 has not been filed, and no definitive proxy statement/prospectus is available. After the registration statement is declared effective, Matinas will mail a definitive proxy statement/prospectus to its stockholders.

INVESTORS, STOCKHOLDERS, SHAREHOLDERS, AND OTHER INTERESTED PERSONS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MATINAS, GH POWER, GHP INTERNATIONAL, THE PROPOSED BUSINESS COMBINATION, AND RELATED MATTERS. Matinas stockholders will be able to obtain free copies of the proxy statement/prospectus, when available, and other documents filed with the SEC by Matinas or GHP International by directing a request to jjabbour@MatinasBioPharma.com. These documents will also be available, without charge, on the SEC’s website at www.sec.gov.

Participants in the Solicitation

Matinas, GH Power, GHP International, and their respective directors, executive officers, and other members of management and employees may, under SEC rules, be deemed participants in the solicitation of proxies from Matinas stockholders in connection with the proposed business combination and related matters. Investors and security holders may obtain more detailed information regarding the names, affiliations, and interests of Matinas’s directors and executive officers in the sections titled “Directors and Executive Officers” and “Executive Compensation” in Matinas’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026, which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1582554/000149315226014132/form10-k.htm. Information regarding the persons who may be deemed participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus and other relevant materials when they become available. These documents, once available, may be obtained free of charge from the SEC’s website at www.sec.gov or by directing a request to jjabbour@MatinasBioPharma.com.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval with respect to the proposed business combination or any other transaction described herein. No securities may be offered or sold in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of that jurisdiction. No offering of securities in connection with the proposed transaction will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, pursuant to an exemption from, or in a transaction not subject to, registration requirements, or pursuant to applicable prospectus exemptions under Canadian securities laws.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the U.S. federal securities laws regarding the proposed business combination involving Matinas, GH Power, and GHP International. These statements include, among others, statements regarding the anticipated benefits and timing of the proposed business combination; GH Power’s assets, technology, development plans, and commercial opportunities; the PIPE financing; the expected ownership, capitalization, and listing of GHP International; satisfaction of closing conditions; access to public capital markets; commercialization and project deployment; strategic partnerships and market opportunities; financing and use of proceeds; and future financial condition, performance, and strategy. Forward-looking statements generally may be identified by words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will continue,” “will likely result,” and similar expressions.

Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. These risks include, but are not limited to: the risk that the proposed business combination may not be completed in a timely manner or at all; failure to satisfy closing conditions, including Matinas stockholder approval, GH Power securityholder approval, Ontario court approvals, effectiveness of the Form F-4 registration statement, completion of GH Power financing resulting in gross proceeds of at least $15.0 million, GHP International qualifying as a foreign private issuer at closing, and listing of GHP International’s securities on the NYSE American; failure to realize the anticipated benefits of the proposed business combination; costs associated with the proposed business combination and becoming a public company; changes in business, market, financial, political, and regulatory conditions; risks relating to GHP International’s anticipated operations and business; the outcome of any legal proceedings that may be instituted against Matinas, GH Power, GHP International, or others following announcement of the proposed business combination; and the risk factors discussed in documents that Matinas has filed, or that Matinas and/or GHP International will file, with the SEC. Matinas, GH Power, and GHP International undertake no obligation to update any forward-looking statements except as required by applicable law.