Matinas BioPharma to combine with GH Power; MTNB holders get 9% of combined co; sells Nano to Azurity

Matinas BioPharma Holdings, Inc.

Business Combination Agreement with GH Power: MTNB shareholders receive 0.1 Pubco share per MTNB share; GH Power holders get ~91% of combined entity.
Stock Purchase Agreement: Matinas Nano sold to Azurity for up to $21.5M cash ($4M upfront, $17.5M milestones) plus mid-single-digit royalty on MAT2203.
Series D PIPE closed: $575,000 gross proceeds from sale of convertible preferred stock and warrants; requires stockholder approval for conversion shares.
Post-closing board: 5 directors (1 from MTNB, 4 from GH Power); CEO and CFO expected from GH Power; lock-up 180 days for insiders.
Termination fees: $1M payable by MTNB to GH Power if MTNB terminates for superior offer; $1M payable by GH Power to MTNB if GH Power terminates.

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