GH Power announced that it has entered into a definitive Business Combination Agreement with Matinas BioPharma Holdings for a proposed business combination expected to result in a NYSE-listed, publicly traded critical minerals and clean energy company focused on advancing GH Power’s modular reactor technology and related hydrogen, heat, power, and advanced materials platform.
Under the agreement, a newly formed Ontario corporation expected to be named GH Power International will 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, technology designed to address growing demand for behind-the-meter power, the onshoring of critical mineral production, and industrial decarbonization. Following the closing, the combined company is expected to focus on accelerating commercialization and deployment of the technology, expanding project development across North America and Europe, and pursuing opportunities across clean energy, green hydrogen, industrial decarbonization, and critical materials markets.
Existing GH Power equityholders are expected to own approximately 91% of the outstanding equity of the combined company immediately following closing, with existing Matinas equityholders expected to own approximately 9%, calculated on a fully diluted basis. In connection with the transaction, GH Power is pursuing a private investment in public equity financing with gross proceeds of at least $15 million, completion of which is a condition to closing. Separately, Matinas entered into a definitive stock purchase agreement under which Azurity Pharmaceuticals, Inc. will acquire Matinas BioPharma Nanotechnologies, Inc., its subsidiary developing lipid nano-crystal drug delivery technology and lead product candidate MAT2203, for $4 million in upfront cash consideration plus up to an additional $17.5 million in potential milestone payments and future mid-single-digit royalties.
The proposed transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions including approval by Matinas stockholders and GH Power securityholders, required Ontario court approvals, and listing approval on the NYSE American. Jett Capital Advisors, LLC acted as financial advisor to GH Power, as well as lead placement agent and capital markets advisor, with Bevilacqua, PLLC serving as legal advisor to GH Power and Lowenstein Sandler LLP serving as legal advisor to Matinas.
KEY QUOTES:
“This transaction marks a defining milestone for GH Power and reflects years of technology development, engineering and execution.”
“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 believe this transaction positions GH Power to execute on its commercial pipeline and deliver sustainable long-term value for customers and shareholders.”
David White, Chief Executive Officer, GH Power
“Following a comprehensive review of strategic alternatives, our Board concluded that this transaction represents a compelling strategic opportunity to maximize long-term value for our stockholders.”
“We believe this transaction positions our stockholders to participate in an innovative company focused on advanced clean energy, green hydrogen and critical minerals — markets that are attracting significant global investment and are expected to experience substantial long-term growth — while also unlocking the value of our LNC technology platform and MAT2203 through their sale to Azurity.”
Jerome D. Jabbour, Chief Executive Officer, Matinas
