Matinas BioPharma Holdings, Inc. 8K

The filing announces a cross-border business combination in which GH Power and Matinas will become wholly owned subsidiaries of a new Ontario holding company (Pubco), with Matinas securities exchanged for Pubco securities and GH Power acquired via an Ontario plan of arrangement, supported by PIPE financing and shareholder voting agreements.

On July 10, 2026, GH Power Inc., Matinas BioPharma Holdings, Inc., and newly formed Ontario corporations 1001550000 Ontario Inc. (Pubco) and 1001550002 Ontario Inc. (Merger Sub A), together with MBH Merger Sub, Inc. (Merger Sub B), entered into a Business Combination Agreement under which GH Power will complete a court-approved plan of arrangement in Ontario to amalgamate with Merger Sub A and become a wholly owned subsidiary of Pubco, and immediately thereafter Merger Sub B will merge into Matinas under Delaware law so that Matinas becomes another wholly owned subsidiary of Pubco, with Matinas common shareholders receiving 0.1 Pubco common share for each Matinas common share and Matinas preferred shareholders receiving equivalent Pubco securities, Matinas options and warrants being assumed and adjusted into Pubco instruments, and Pubco issuing additional Pubco shares as consideration to GH Power securityholders pursuant to the Plan of Arrangement, all supported by reciprocal voting agreements, conditioned on a PIPE financing, court orders, shareholder approvals, and NYSE listing, and intended to qualify as a largely tax-free transaction for U.S. federal income tax purposes.

Filing Facts

CIK

1582554

Ticker

-

Form

8K

Source Type

sec

Accession

0001493152-26-032938

Alert Tier

8