Matinas BioPharma Holdings, Inc. filings document a clinical-stage biopharmaceutical issuer built around lipid nanocrystal delivery technology and MAT2203, its oral amphotericin B antifungal candidate. Regulatory disclosures include material-event reports, proxy matters, governance changes, capital-structure actions, and public-company compliance items.
Recent MTNB filings cover NYSE American continued-listing notices, board and officer changes, executive compensation arrangements, warrant exchanges, authorized-share amendments, stockholder meeting results, and equity incentive plan approvals. These records also disclose the company’s common-stock structure, voting matters, risk-related listing issues, and formal reporting obligations as a public biotechnology company.
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.
Matinas BioPharma Holdings, Inc. reports that BTIG, LLC has terminated their At-The-Market Sales Agreement, which had allowed the company to offer and sell up to $50,000,000 of common stock in at-the-market offerings under Rule 415 of the Securities Act of 1933.
The termination, made pursuant to Section 12(a) of the Sales Agreement, became effective immediately on July 23, 2026. Matinas BioPharma states that it will not incur any termination penalties or other expenses in connection with ending this equity distribution arrangement.
Matinas BioPharma Holdings, Inc. and GH Power Inc. have signed a definitive business combination agreement under which both companies would become wholly owned subsidiaries of a new Ontario holding company expected to be named GH Power International. At closing, GH Power shareholders are expected to own approximately 91% of GH Power International’s outstanding equity and Matinas stockholders approximately 9%, with these percentages subject to adjustment for pre-closing capital raises and other issuances.
The combined company’s common shares are expected to be listed on the NYSE American, and closing is currently targeted for the fourth quarter of 2026. The structure relies on a plan of arrangement and a Form F-4 registration statement. Completion is conditioned on approvals from Matinas stockholders, GH Power securityholders, and an Ontario court; GH Power International qualifying as a foreign private issuer; NYSE American listing approval; and completion of financing providing at least $15.0 million in gross proceeds via a PIPE or similar financing. GH Power anticipates using PIPE proceeds to fund deployment and scaling of its proprietary modular reactor technology that converts scrap metals and water into green hydrogen, high-purity alumina, and usable heat. The parties note that the transaction involves market, regulatory, financing, execution, and post-closing trading risks and may not be completed on the anticipated terms or timetable, or at all.
Hezbay Holdings LLC reports beneficial ownership of 1,306,488 shares of Matinas BioPharma Holdings Inc. common stock, representing 9.54% of the class.
Hezbay has sole voting and dispositive power over these shares. The percentage is calculated based on 13,692,796 common shares outstanding as of July 10, 2026. Additional common shares underlying preferred shares and warrants held by Hezbay are subject to a 4.99% ownership restriction and are excluded from the reported beneficial ownership.
Matinas BioPharma Holdings, Inc. agreed to a cross‑border business combination with Ontario‑based GH Power Inc., creating a new Canadian parent (“Pubco”) expected to close in the fourth quarter of 2026. GH Power will amalgamate into a Pubco subsidiary, then Matinas will merge into another Pubco subsidiary and become a wholly owned subsidiary of Pubco. Each Matinas common share will convert into 0.1 Pubco common share; on a fully diluted, pro forma basis and before certain issuances, current Matinas equityholders are expected to own about 9% of Pubco and GH Power equityholders about 91%, based on valuations of $24.73 million for Matinas and $250 million for GH Power.
Separately, Matinas agreed to sell all equity of its Matinas BioPharma Nanotechnologies subsidiary to Azurity Pharmaceuticals for up to $21.5 million in cash (including $4 million at closing, subject to debt adjustments) plus potential milestones, royalties on MAT2203 sales and licensing proceeds, of which 7.5% will be shared with former Series A preferred holders. The GH Power deal is conditioned on, among other items, at least $15 million of PIPE financing into GH Power and approvals from Matinas and GH Power securityholders.
Matinas also raised $575,000 in a private placement of Series D convertible preferred stock with attached warrants at a $0.35 conversion and exercise price and completed a warrant inducement transaction, receiving about $2.6 million in gross proceeds from existing warrant exercises and issuing new five‑year warrants. Anti‑dilution provisions reset certain existing warrant and Series C preferred conversion prices to $0.35. As of July 10, 2026, after the inducement, Matinas had 13,692,796 common shares outstanding. CEO Jerome D. Jabbour’s employment agreement was amended to extend his change‑in‑control retention bonus window to year‑end 2026, and two‑thirds of the $299,000 bonus (about $199,333.33) is now payable based on the signed GH Power agreement; a director resigned for other professional obligations.
Matinas BioPharma Holdings, Inc. agreed to a Business Combination with GH Power via a new Ontario holding company, after which Matinas will become a wholly owned subsidiary and current Matinas stockholders are expected to own about 9% of the new public company and GH Power holders about 91%, based on implied valuations of $24,725,274.73 for Matinas and $250,000,000.00 for GH Power. Each Matinas common share will convert into 0.1 share of the new Pubco, with options and warrants assumed on adjusted terms. Closing is targeted for the fourth quarter of 2026 and is conditioned on stockholder approvals, Ontario court orders, NYSE listing, an effective Form F-4 and a $15.0 million GH Power PIPE financing.
Separately, Matinas agreed to sell Matinas BioPharma Nanotechnologies, Inc., including MAT2203 and the LNC platform, to Azurity Pharmaceuticals for $4.0 million upfront, up to $17.5 million in milestones and future mid‑single‑digit royalties, of which former Series A holders receive 7.5% of amounts paid to Matinas. To support liquidity, Matinas completed a $575,000 Series D preferred PIPE and a warrant inducement generating about $2.6 million from exercises of 7,486,605 existing warrants at $0.35 per share. After the inducement, Matinas had 13,692,796 common shares outstanding.
Matinas BioPharma Holdings, Inc. has received another notice from NYSE American that it is not meeting continued listing standards tied to stockholders’ equity. The exchange cited Section 1003(a)(ii), which requires at least $4.0 million in equity when a company has losses in three of its four most recent fiscal years, while Matinas reported stockholders’ equity of $3.022 million as of March 31, 2026 and losses in five recent fiscal years.
The company had previously been notified that it also failed Section 1003(a)(iii), which requires at least $6.0 million in equity after losses in five consecutive years, with equity of $4.83 million as of December 31, 2025. NYSE American has accepted Matinas’ compliance plan and granted a plan period through October 2, 2027, during which the stock will remain listed on NYSE American under the symbol MTNB, subject to ongoing review and satisfaction of other listing requirements.
Matinas Biopharma Holdings, Inc. files a prospectus supplement updating the list of selling stockholders for a previously registered resale of 16,894,212 shares of Common Stock. The registered shares consist of 5,631,404 shares issuable upon conversion of Series C Convertible Preferred Stock and 11,262,808 shares issuable upon exercise of Warrants. The supplement reports pro rata distributions and assignments of Preferred Stock and Warrants by Sanitam Partners LLC and Platinum Point Capital LLC to underlying holders and an employee benefit plan. The resale registration covers shares held by listed selling stockholders; the prospectus states the company will not receive proceeds from resales by the selling stockholders. Shares outstanding were 6,406,191 as of June 22, 2026. The supplement also discloses a last reported sale price of $0.60 on June 18, 2026.
Matinas BioPharma Holdings, Inc. filed a shelf registration to offer up to $150,000,000 of common stock, preferred stock, warrants, debt securities, subscription rights or units. The shelf permits multiple offerings in one or more tranches; proceeds are intended for working capital and general corporate purposes.
As of June 16, 2026, 6,406,191 shares of common stock were issued and outstanding. The prospectus discloses a public float of $5,579,577 (based on 6,398,597 shares held by non-affiliates as of June 1, 2026) and states the last reported sales price was $0.75 per share on June 15, 2026.