What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-08 · 358 added, 168 removed, 265 unchanged (66% of the section changed)

3 unchanged sentences

thousands, except for share data)

March 31, 2026

June 30, 2026

December 31, 2025

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Stockholders’ equity:

Series C Convertible preferred stock, stated value $ 1,000 per share, par value $ 0.0001 per share, 10,000,000 shares authorized at March 31, 2026 and December 31, 2025;

3,155 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.

Liquidation preference of $ 3,155,000 as of March 31, 2026.

Common stock par value $ 0.0001 per share, 500,000,000 shares authorized at March 31, 2026 and December 31, 2025;

6,406,191 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.

Series C Convertible preferred stock, stated value $ 1,000 per share, par value $ 0.0001 per share, 10,000,000 shares authorized at June 30, 2026 and December 31, 2025;

3,155 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.

Liquidation preference of $ 3,155,000 as of June 30, 2026.

Common stock par value $ 0.0001 per share, 500,000,000 shares authorized at June 30, 2026 and December 31, 2025;

6,406,191 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.

Additional paid-in capital

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thousands, except for share and per share data)

Three Months Ended March 31,

Three Months Ended

Six Months Ended

Costs and expenses:

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Loss from operations

(Loss)/gain on disposal of assets, net

Gain on lease termination

Change in fair value of warrant liability

Other income/(expense), net

Other income/(loss), net

Net loss per share – basic and diluted

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Basic and diluted

Net loss attributable to common shareholders

Net loss attributed to common shareholders

accompanying notes are an integral part of these condensed consolidated financial statements.

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thousands, except for share data)

Convertible Preferred Stock Series

Preferred Stock Series C

Total Stockholders’

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Stock-based compensation

Balance, June 30, 2026

$ ( 214,034 )

Preferred Stock Series C

Total Stockholders’

Balance, March 31, 2026

$ ( 212,708 )

Convertible Preferred Stock Series

Stock-based compensation

Balance, June 30, 2026

$ ( 214,034 )

Preferred Stock Series C

Stockholders’

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$ ( 199,824 )

Stock-based compensation

Issuance of preferred stock and warrants in public offering, net of stock issuance costs ($ 29 )

Reclassification of warrants from liability to equity

Balance, June 30, 2025

$ ( 206,725 )

Preferred Stock Series C

Stockholders’

Balance, March 31, 2025

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$ ( 201,480 )

Stock-based compensation

Issuance of preferred stock and warrants in public offering, net of stock issuance costs ($ 27 )

Issuance of preferred stock and warrants in public offering, net of stock issuance

Reclassification of warrants from liability to equity

Balance, June 30, 2025

$ ( 206,725 )

accompanying notes are an integral part of these condensed consolidated financial statements.

BioPharma Holdings, Inc.

Consolidated Statements of Cash Flow

Three Months Ended March 31,

Consolidated Statements of Cash Flows

Six Months Ended June 30,

Cash flows from operating activities:

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Depreciation and amortization

Net loss/(gain) on disposal of assets

Stock-based compensation expense

Amortization of operating lease right-of-use assets

Amortization of finance lease right-of-use assets

Change in operating lease right-of-use assets

Change in finance lease right-of-use assets

Gain on the termination of an operating lease

Change in fair value of warrant liability

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Payments of finance lease liability – principal

Net cash provided by financing activities

Net cash (used in) provided by financing activities

Net decrease in cash, cash equivalents and restricted cash

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Supplemental non-cash financing and investing activities:

Fair value at issuance of liability classified warrants

Sale of assets

Reclassification of warrants from liability to equity

accompanying notes are an integral part of these condensed consolidated financial statements.

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to Unaudited Condensed Consolidated Financial Statements

dollars and shares in thousands, except per share data)

dollars in thousands, except per share data)

1 – Description of Business

BioPharma Holdings, Inc.

(“Holdings”) is a Delaware corporation formed in 2013.

Holdings is the parent company of Matinas

(the “Company”) is a Delaware corporation formed in 2013.

The Company is the parent company of Matinas

BioPharma, Inc.

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(“Nanotechnologies,” formerly known

as Aquarius Biotechnologies, Inc.), its operating subsidiaries (“Nanotechnologies”, and together with “Holdings”

and “BioPharma”, “the Company”).

The Company is a clinical-stage biopharmaceutical company focused on delivering

groundbreaking therapies using its lipid nanocrystal (LNC) platform delivery technology (LNC Platform).

as Aquarius Biotechnologies, Inc.), its operating subsidiaries.

The Company is a clinical-stage biopharmaceutical company focused on

delivering groundbreaking therapies using its lipid nanocrystal (“LNC”) platform delivery technology (“LNC Platform”).

discussed more fully in Note 11, the Company entered into the Business Combination Agreement (as defined below) and the Stock Purchase

Agreement (as defined below) in July 2026.

Subject to the terms and conditions in the agreements, (i) upon closing of the transactions

contemplated by the Business Combination Agreement, the Company will become a wholly owned subsidiary of Pubco (as defined below) and

(ii) upon closing of the transactions contemplated by the Stock Purchase Agreement, Azurity Pharmaceuticals, Inc.

will acquire all of

the issued and outstanding equity interests of Nanotechnologies.

Following the closing of the Business Combination, the current business

of GH Power (as defined below) is expected to become the primary business of the combined company, and the Company does not expect to

continue its historical clinical-stage LNC Platform development activities as an independent, publicly traded company.

2 – Liquidity, Plan of Operations and Going Concern

Company has experienced net losses and negative cash flows from operations each period since its inception.

Through March 31, 2026, the

Through June 30, 2026, the

Company had an accumulated deficit of $ 214,034 .

The Company’s net loss for the quarters ended March 31, 2026 and 2025 was $ 1,921

The Company’s net loss for the six months ended June 30, 2026 and 2025 was $ 3,247

and $ 6,901 , respectively.

Company expects operating expenses to be lower in the near term compared to recent years until such time as it is able to consummate

a licensing, sale or other similar transaction with a prospective partner that will provide funding to support initiation of the Phase

3 registration trial for MAT2203 and advancement of the LNC Platform delivery technology.

The Company expects that its research and development

expenses will increase if it moves forward with additional clinical studies for its current product candidates and development of additional

product candidates.

If the Company obtains U.S.

Food and Drug Administration (“FDA”) approval for one or more of its product

candidates, the Company expects that its expenses will continue to increase once the Company reaches commercial launch.

the Company expects to continue to incur substantial losses for the foreseeable future.

of March 31, 2026, the Company had cash and cash equivalents of $ 2,398 and restricted cash of $ 250 .

The Company does not believe that

the cash and cash equivalents on hand are sufficient to fund planned operations for a period of at least twelve months from the filing date of

these financial statements.

of June 30, 2026, the Company had cash and cash equivalents of $ 761 and restricted cash of $ 50 .

The Company does not believe that the

cash and cash equivalents on hand are sufficient to fund planned operations for a period of at least twelve months from the filing date

of these financial statements.

As a result, substantial doubt exists about the Company’s ability to continue as a going concern.

ability of the Company to continue as a going concern is dependent upon securing one or more partners to monetize the value of MAT2203,

the ability to control its operating expenses, future sales of common stock through the At-The-Market Sales Agreement (“Sales Agreement”)

with BTIG, LLC and securing other forms of additional financing.

The Company’s ability to sell shares under the Sales Agreement

is limited by the restrictions imposed by General Instruction I.B.6 to Form S-3, which limits the amount the Company can raise through

primary public offerings of securities in any twelve-month period using Form S-3 to an aggregate of one-third of its public float.

the Company believes in the viability of this strategy and believes the actions presently being taken by the Company provide the opportunity

for it to continue as a going concern, there can be no assurance the Company will be successful in its implementation.

In particular,

utilization of the Sales Agreement may not be viable due to market conditions and new financing may not be available on acceptable terms,

There can be no assurance that a transaction involving MAT2203 will be consummated.

If a transaction is not completed and

the Company is not successful in raising additional capital to fund operations, the Board of Directors may decide to pursue a winddown,

dissolution or other liquidation process.

These consolidated financial statements do not include any adjustments related to the recoverability

and classification of asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable

to continue as a going concern.

As more fully described in Note 11, subsequent to June 30, 2026 the Company announced a series of strategic transactions whereby the

Company entered into a Business Combination Agreement with GH Power Inc., and a Stock Purchase Agreement with Azurity Pharmaceuticals,

for the sale of Nanotechnologies, owner of MAT2203.

Additionally, subsequent to June 30, 2026, the Company received net proceeds

of approximately $ 575 from the Series D Financing (as defined below) and approximately $ 2,323 from the Warrant Inducement (as defined

can be no assurance that the Business Combination (as defined below) with GH Power Inc.

or the sale of Nanotechnologies will be consummated.

If such transactions are not consummated the Company will need to secure substantial additional funding from other sources to continue

its operations, and there can be no assurance that such funding will be available on acceptable terms, or at all.

In such a case, the

Board of Directors may decide to pursue a winddown, dissolution or other liquidation process.

These consolidated financial statements

do not include any adjustments related to the recoverability and classification of asset amounts or the amounts and classification of

liabilities that might be necessary if the Company is unable to continue as a going concern.

3 – Summary of Significant Accounting Policies

of presentation and principles of consolidation

accompanying unaudited condensed consolidated financial statements include the consolidated accounts of Holdings and its wholly owned

accompanying unaudited condensed consolidated financial statements include the consolidated accounts of the Company and its wholly owned

subsidiaries, BioPharma, and Nanotechnologies.

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and geographic information

segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the CODM,

or decision-making group, in deciding how to allocate resources and in assessing performance.

The Company considers its chief executive

officer to be the Company’s CODM.

The CODM manages its operations and allocates resources based on the Company’s consolidated

results and therefore operates as one segment.

revenue, profit or loss, significant segment expenses and other segment items - The accounting policies of the Company’s

single operating and reportable segment are the same as those described in this Summary of Significant Accounting Policies.

Company’s method for measuring segment profitability includes net income(loss), which the CODM uses to assess performance and

make decisions for resource allocation, consistent with the measurement principals for net income (loss) as reported on the

Company’s condensed consolidated statement of operations.

The significant assets and expenses regularly reviewed by the CODM

are consistent with those reported on the Company’s condensed consolidated balance sheet, and statement of operations.

measure of segment assets is reported in the condensed consolidated balance sheet as total assets.

Segment revenues and expenses are

identical to that disclosed in the accompanying condensed consolidated statements of operations.

4 – Cash, Cash Equivalents, Restricted Cash and Marketable Debt Securities

segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the Chief

Operating Decision Maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance.

The Company considers its chief executive officer to be the Company’s CODM.

The CODM manages its operations and allocates resources

based on the Company’s consolidated results and therefore operates as one segment.

revenue, profit or loss, significant segment expenses and other segment items - The accounting policies of the Company’s single

operating and reportable segment are the same as those described in this Summary of Significant Accounting Policies.

The Company’s

method for measuring segment profitability includes net income (loss), which the CODM uses to assess performance and make decisions for

resource allocation, consistent with the measurement principles for net income (loss) as reported on the Company’s condensed consolidated

statement of operations.

The significant assets and expenses regularly reviewed by the CODM are consistent with those reported on the

Company’s condensed consolidated balance sheet, and statement of operations.

The measure of segment assets is reported in the condensed

consolidated balance sheet as total assets.

Segment revenues and expenses are identical to that disclosed in the accompanying condensed

consolidated statements of operations.

4 – Cash, Cash Equivalents and Restricted Cash

Company considers all highly liquid financial instruments with original maturities of three months or less when purchased to be cash

and cash equivalents and all investments with maturities of greater than three months from date of purchase are classified as marketable

debt securities.

Cash and cash equivalents consist of cash in bank checking and savings accounts, money market funds and short-term U.S.

treasury bonds that mature within three months of settlement date.

and cash equivalents.

Cash and cash equivalents consist of cash in bank checking and savings accounts and money market funds that mature

within three months of settlement date.

Cash Equivalents and Restricted Cash

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Restricted cash

at March 31, 2026 and December 31, 2025 of $ 250 represents funds the Company is required to set aside as collateral, primarily for one

of the Company’s operating leases.

at June 30, 2026 and December 31, 2025 of $ 50 and $ 250 , respectively, represents funds the Company is required to set aside as collateral,

primarily for the Company’s credit cards and one of the Company’s operating leases at December 31, 2025.

following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Condensed Consolidated Balance

Sheets to the total of the amounts in the Condensed Consolidated Statements of Cash Flow as of March 31, 2026, December 31, 2025, March

Sheets to the total of the amounts in the Condensed Consolidated Statements of Cash Flow as of June 30, 2026, December 31, 2025, June

30, 2025 and December 31, 2024:

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level within the hierarchy is described below:

1 – Quoted prices for identical assets or liabilities in active markets.

2 – Quoted prices for identical or similar assets and liabilities in markets that are not active;

or other model-derived valuations

whose inputs are directly or indirectly observable or whose significant value drivers are observable.

3 – Valuations derived from valuation techniques in which one or more significant inputs to the valuation model are unobservable

and for which assumptions are used based on management estimates.

Level 1 – Quoted

prices for identical assets or liabilities in active markets.

Level 2 – Quoted

prices for identical or similar assets and liabilities in markets that are not active;

or other model-derived valuations whose inputs

are directly or indirectly observable or whose significant value drivers are observable.

Level 3 – Valuations

derived from valuation techniques in which one or more significant inputs to the valuation model are unobservable and for which assumptions

are used based on management estimates.

Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent

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current portion of lease liabilities and accrued expenses approximate fair value due to the short-term nature of these instruments.

Company did not have any financial assets or liabilities that were carried at fair value using the hierarchy as of March 31, 2026 and

Company did not have any financial assets or liabilities that were carried at fair value using the hierarchy as of June 30, 2026 and

December 31, 2025.

6 – Leasehold Improvements and Equipment

improvements and equipment, summarized by major category, consist of the following as of March 31, 2026 and December 31, 2025:

improvements and equipment, summarized by major category, consist of the following as of June 30, 2026 and December 31, 2025:

of Leasehold Improvements and Equipment

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As a result, no depreciation expense

was incurred for the three months ended March 31, 2026.

Depreciation and amortization expense for the three months ended March 31, 2025

was incurred during the six months ended June 30, 2026.

Depreciation and amortization expense for the six months ended June 30, 2025

On April 7, 2026, the Company’s operating lease for its Bridgewater facility was terminated.

As a result of the lease

termination, all remaining leasehold improvements associated with the leased premises were abandoned as of the termination date.

the Company wrote off the related leasehold improvements and recognized a loss of $ 138 .

See Note 8 for additional information.

7 – Accrued Expenses and Other Liabilities

expenses, summarized by major category, as of March 31, 2026 and December 31, 2025 consist of the following:

expenses, summarized by major category, as of June 30, 2026 and December 31, 2025 consist of the following:

Schedule of Accrued Expenses

General and administrative expenses

Accounting fees

Payroll and incentives

Company has various lease agreements, including leases of office space, a laboratory and manufacturing facility, and various equipment.

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The monthly rent started at approximately $ 43 , increasing to approximately $ 64 in the final year.

obtain the lease, the Company provided an initial security deposit of $ 586 which was subsequently reduced and is currently $ 200 at December

During the second half of 2025 and through the first quarter of 2026, the Bridgewater lease was in dispute, and on April 7,

2026, the Bridgewater lease was terminated.

As satisfaction of the lease termination, the agreement included a termination payment of

$ 765 , which was satisfied with the $ 200 security deposit and a cash payment of $ 565 , see Note 11 – Subsequent Events.

Company incurred lease expense for its operating leases of $ 165 and $ 174 for the three months ended March 31, 2026 and 2025, respectively.

The Company incurred amortization expense on its operating lease right-of-use assets of $ 74 and $ 109 for the three months ended March

31, 2026 and 2025, respectively.

Company incurred interest expense on its finance leases of $ 0 for the three months ended March 31, 2026 and 2025.

The Company incurred

amortization expense on its finance lease right-of-use assets of $ 0 and $ 1 for the three months ended March 31, 2026 and 2025, respectively.

obtain the lease, the Company provided an initial security deposit of $ 586 which was subsequently reduced and was $ 200 at December 31,

The Company filed a complaint against COE Bridgewater, LLC (its “Landlord”) in the Superior Court of New Jersey, Somerset

County, Chancery Division on July 11, 2025 alleging principally that Landlord illegally locked the Company out of its leased premises

in Bridgewater, New Jersey.

As a result of the illegal lockout, the Company sought (among other things) a declaration that the lease

and all obligations thereunder, including rent, terminated as of the date of the lockout.

On September 5, 2025, Landlord filed an answer

with counterclaims, which it amended on December 12, 2025.

In the counterclaims, Landlord sought a declaration that there was no lockout,

or that the lockout was justified, and therefore the lease remains in effect.

Landlord also sought damages for the Company’s alleged

failure to pay approximately $ 205 in rent (as of December 31, 2025) following the lockout, and alleged conversion of certain furniture,

fixtures, and equipment (FF&E) items within the premises belonging to Landlord.

The matter was resolved by way of Termination of

Lease and Release Agreement (“Settlement Agreement”) effective April 7, 2026, pursuant to which the Company made a termination

payment of $ 765 (which was satisfied with the $ 200 security deposit and a cash payment of $ 565 ) in return for discontinuation of the

action, termination of the lease, and an exchange of mutual general releases.

As a result of the lease termination, the Company recorded

a gain of $ 368 , and the Company exited the Bridgewater premises on April 29, 2026 pursuant to the terms of the Settlement Agreement.

Company incurred lease expense for its operating leases of $ 3 and $ 171 for the three months ended June 30, 2026 and 2025, respectively,

and $ 104 and $ 345 for the six months ended June 30, 2026 and 2025, respectively.

The Company incurred amortization expense on its operating

lease right-of-use assets of $ 3 and $ 111 for the three months ended June 30, 2026 and 2025, respectively, and $ 77 and $ 218 for the six

months ended June 30, 2026 and 2025, respectively.

Company incurred interest expense on its finance leases of $ 0 for the three months ended June 30, 2026 and 2025 and $ 0 for the six months

ended June 30, 2026 and 2025, respectively.

The Company incurred amortization expense on its finance lease right-of-use assets of $ 1

for the three months ended June 30, 2026 and 2025, respectively, and $ 1 and $ 2 for the six months ended June 30, 2026 and 2025, respectively.

following table presents information about the amount and timing of liabilities arising from the Company’s operating leases and

finance leases as of March 31, 2026:

finance leases as of June 30, 2026:

Schedule of Maturity of Operating and Finance Leases Liabilities

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9 – Stockholders’ Equity

of March 31, 2026, in accordance with the Certificate of Incorporation, the Company is authorized to issue 500,000,000 shares of common

of June 30, 2026, in accordance with the Certificate of Incorporation, the Company is authorized to issue 500,000,000 shares of common

stock and 10,000,000 shares of preferred stock, each share having a par value of $ 0.0001 .

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BTIG may terminate the Sales Agreement in certain limited circumstances.

did not sell any shares under the Sales Agreement during the three months ended March 31, 2026 and 2025.

As of March 31, 2026, the Sales

did not sell any shares under the Sales Agreement during the six months ended June 30, 2026 and 2025.

As of June 30, 2026, the Sales

Agreement’s available capacity is $ 44,191 .

However, such capacity is limited by the restrictions imposed by General Instruction

I.B.6 to Form S-3, which limits the amount the Company can raise through primary public offerings of securities in any twelve-month period

using Form S-3 to an aggregate of one-third of its public float.

February 13, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors

(the “Purchasers”), pursuant to which the Company sold, in a private placement (the “Offering”), an aggregate

of 3,300 shares of the Company’s Series C Convertible Preferred Stock, par value $ 0.0001 per share (the “Preferred Stock”),

initially convertible into up to 5,631,404 shares of the Company’s common stock with a stated value of $ 1,000 per share (the “Stated

Value”), and warrants (the “2025 Warrants”) to purchase up to an aggregate of 200 % of the shares of common stock into

which the shares of Preferred Stock are initially convertible, or 11,262,808 shares of common stock, for an offering price of $ 1,000

per share of Preferred Stock and accompanying 2025 Warrants in two equal tranches, the second of which closed on April 8, 2025.

to the Purchase Agreement, on February 13, 2025, the Company issued and sold in an initial closing of the Offering (the “Initial

Closing”), 1,650 shares of Preferred Stock, initially convertible into up to 2,815,702 shares of common stock, and accompanying

On July 23, 2026, pursuant to and in accordance with Section 12(a) of the Sales Agreement,

BTIG notified the Company that BTIG is terminating the Sales Agreement, effective immediately.

The Company is not subject to any termination

penalties or other expenses related to the termination of the Sales Agreement.

February 13, 2025, the Company entered into a Securities Purchase Agreement (the “February 2025 Agreement”) with certain

investors pursuant to which the Company sold, in a private placement (the “Offering”), an

aggregate of 3,300 shares of the Company’s Series C Convertible Preferred Stock, par value $ 0.0001 per share (the “Series

C Preferred Stock”), initially convertible into up to 5,631,404 shares of the Company’s common stock with a stated value

of $ 1,000 per share (the “Stated Value”), and warrants (the “2025 Warrants”) to purchase up to an aggregate of

200 % of the shares of common stock into which the shares of Series C Preferred Stock are initially convertible, or 11,262,808 shares

of common stock, for an offering price of $ 1,000 per share of Series C Preferred Stock and accompanying 2025 Warrants in two equal tranches,

the second of which closed on April 8, 2025.

to the February 2025 Agreement, on February 13, 2025, the Company issued and sold in an initial closing of the Offering (the “Initial

Closing”), 1,650 shares of Series C Preferred Stock, initially convertible into up to 2,815,702 shares of common stock, and accompanying

2025 Warrants, initially exercisable for up to 5,631,404 shares of common stock, for gross proceeds to the Company of $ 1.65 million.

On April 4, 2025, the Company obtained shareholder approval (“Shareholder Approval”) for the issuance of the Preferred Stock

and 2025 Warrants, as required by the rules and regulations of NYSE American LLC (the “ NYSE”), including Section 713 of

the NYSE American Company Guide, and issued and sold, in a second closing of the Offering (the “Second Closing”), an additional

1,650 shares of Preferred Stock, initially convertible into up to 2,815,702 shares of common stock, and accompanying 2025 Warrants, initially

exercisable for up to 5,631,404 shares of common stock, for gross proceeds to the Company of $ 1.65 million.

following table summarizes the changes in Preferred Stock outstanding for the quarter ended March 31, 2026:

On April 4, 2025, the Company obtained shareholder approval (“Shareholder Approval”) for the issuance of the Series C Preferred

Stock and 2025 Warrants, as required by the rules and regulations of NYSE American LLC (the “NYSE American”), including

Section 713 of the NYSE American Company Guide, and issued and sold, in a second closing of the Offering (the “Second Closing”),

an additional 1,650 shares of Series C Preferred Stock, initially convertible into up to 2,815,702 shares of common stock, and accompanying

2025 Warrants, initially exercisable for up to 5,631,404 shares of common stock, for gross proceeds to the Company of $ 1.65 million.

following table summarizes the changes in Series C Preferred Stock outstanding for the quarter ended June 30, 2026:

Schedule of Changes in Preferred Stock Outstanding

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Converted to Common Stock

Outstanding at March 31, 2026

of March 31, 2026, the Company had outstanding warrants to purchase 10,516,543 shares of common stock, 200,001 shares at an exercise

price of $ 17.50 per share (the “2024 Warrants”) and 10,316,542 shares at an exercise price of $ 0.64 (the “2025 Warrants”).

Outstanding at June 30, 2026

of June 30, 2026, the Company had outstanding warrants to purchase 10,516,543 shares of common stock, 200,001 shares at an exercise price

of $ 17.50 per share (the “2024 Warrants”) and the 2025 Warrants consisting of 10,316,542 shares at an exercise price of $ 0.64 .

2024 Warrants have an exercise price of $ 17.50 , were exercisable beginning October 2, 2024, and expire on the five-and-one-half year

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Following the consummation of the Exchange, the 2024 Warrants held by the Exchanging Holders were cancelled.

summary of warrants outstanding as of March 31, 2026 and December 31, 2025 were as follows:

summary of warrants outstanding as of June 30, 2026 and December 31, 2025 were as follows:

Schedule of Shareholder Equity Warrants Outstanding

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Outstanding at December 31, 2025

Outstanding at March 31, 2026

Outstanding at June 30, 2026

and diluted net loss per common share

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share attributable to common stockholders are the same as the inclusion of the potentially dilutive securities would be anti-dilutive.

The following outstanding shares of potentially dilutive

securities were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive as of

March 31, 2026 and 2025:

following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because

including them would have been anti-dilutive as of June 30, 2026 and 2025:

of Potentially Dilutive

Securities Excluded from Computation of Diluted Net Loss Per Share

As of March 31,

As of June 30,

Stock options

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of incentive stock options, nonqualified stock options, restricted stock units, performance units, and stock purchase rights.

of March 31, 2026, there were 413,583 awards, including both restricted stock grants and option grants, issued and exercised under the

of June 30, 2026, there were 355,717 awards, including both restricted stock grants and option grants, issued and exercised under the

2013 Plan and no remaining shares available for grant under the 2013 Plan.

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term of the 2025 Plan is 10 years .

The 2025 Plan includes an “evergreen” provisions, which provides that the number of shares of common

stock available for issuance under the 2025 Plan is subject to an automatic annual increase on January 1 of each year beginning in 2026.

Therefore, an additional 256,248 shares were

automatically made available for issuance on the first trading day of 2026, which represented 4.0 % of the number of shares outstanding

on December 31, 2025.

As of the date of this filing, these shares have not been registered.

of March 31, 2026, there were 116,500 options outstanding and 902,796 remaining shares available for grant under the 2025 Plan.

Company recognized stock-based compensation expense (options and restricted share grants) in its condensed consolidated statements of

operations as follows:

The 2025 Plan includes the “evergreen” provisions, which provides that the number of shares

of common stock available for issuance under the 2025 Plan is subject to an automatic annual increase on January 1 of each year beginning

Therefore, an additional 256,248 shares were automatically made available for issuance on the first trading day of 2026, which

represented 4.0 % of the number of shares outstanding on December 31, 2025.

As of the date of this filing, these shares have not been

of June 30, 2026, there were 116,500 options outstanding and 902,796 remaining shares available for grant under the 2025 Plan.

Company recognized stock-based compensation expense for stock options in its condensed consolidated statements of operations as follows:

Schedule of Recognized Stock-Based Compensation

Three Months Ended March 31,

Three Months Ended

Six Months Ended

Research and Development

General and Administrative

of March 31, 2026, total compensation costs related to unvested awards not yet recognized was $ 499 and the weighted-average periods over

of June 30, 2026, total compensation costs related to unvested awards not yet recognized was $ 391 and the weighted-average periods over

which the awards are expected to be recognized was 1.8 years.

following table summarizes the activity for Company’ stock options for the three months ended March 31, 2026:

following table summarizes the activity for Company’ stock options for the six months ended June 30, 2026:

Schedule of Stock Option Activity

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Outstanding at December 31, 2025

Outstanding at March 31, 2026

Outstanding at June 30, 2026

11 – Subsequent Events

Company filed a complaint against COE Bridgewater, LLC (its “Landlord”) in the Superior Court of New Jersey, Somerset County,

Chancery Division on July 11, 2025 alleging principally that Landlord illegally locked the Company out of its leased premises in Bridgewater,

As a result of the illegal lockout, the Company sought (among other things) a declaration that the lease and all obligations

thereunder, including rent, terminated as of the date of the lockout.

On September 5, 2025, Landlord filed an answer with counterclaims,

which it amended on December 12, 2025.

In the counterclaims, Landlord sought a declaration that there was no lockout, or that the lockout

was justified, and therefore the lease remains in effect.

Landlord also sought damages for the Company’s alleged failure to pay

approximately $ 205 in rent (as of December 31, 2025) following the lockout, and alleged conversion of certain furniture, fixtures,

and equipment (FF&E) items within the premises belonging to Landlord.

The matter was resolved by way of Termination of Lease and

Release Agreement (“Settlement Agreement”) effective April 7, 2026, pursuant to which the Company made a termination payment

of $ 765 (which was satisfied with the $ 200 security deposit and a cash payment of $ 565 ) in return for discontinuation of

the action, termination of the lease, and an exchange of mutual general releases.

The Company exited the Bridgewater premises on April

29, 2026 pursuant to the terms of the Settlement Agreement.

July 10, 2026, the Company entered into a Securities Purchase Agreement (the “Series D Purchase Agreement”) with certain

investors, pursuant to which the Company agreed to issue and sell, in a private placement (the “Series D Financing”), an

aggregate of 575

shares of the Company’s Series D Convertible Preferred Stock, par value $ 0.0001

per share (the “Series D Preferred Stock”), initially convertible into up to 1,642,856

shares of the common stock, with a stated value of $ 1,000

per share, together with warrants (the “Series D Warrants”) to purchase up to an aggregate of 100 %

of the shares of common stock into which the shares of Series D Preferred Stock are initially convertible, or 1,642,856

shares of common stock, for aggregate gross proceeds of up to $ 575 ,

at an offering price of $ 1,000

per share of Series D Preferred Stock and accompanying Series D Warrant.

The Series D Financing closed on July 10, 2026 and the

Company received net proceeds of $ 575 therefrom .

a result of the Series D Financing, the exercise price of the 2025 Warrants was adjusted from $ 0.6446

pursuant to the terms of the anti-dilution provisions contained therein and previously approved by the Company’s stockholders.

In addition, the conversion price of the Series C Preferred Stock issued on February 13, 2025 and April 8, 2025, was

adjusted from $ 0.586

pursuant to the terms of the anti-dilution provisions contained therein and previously approved by the Company’s

stockholders.

July 10, 2026, the Company entered into inducement offer letter agreements (the “Inducement Letters”) with certain holders

(the “Warrant Holders”) of 2025 Warrants to purchase up to an aggregate of 7,486,605 shares of common stock.

to the Inducement Letters, the Warrant Holders agreed to exercise for cash all or a portion of their 2025 Warrants at the current exercise

price of $ 0.35 per share in consideration for the Company’s agreement to issue, in a private placement, new unregistered common

stock purchase warrants (the “New Warrants”) to purchase up to 7,486,605 shares of common stock ( 100 % of the number of shares

of common stock issued pursuant to each such exercise of 2025 Warrants) (such transaction, the “Warrant Inducement”).

Warrant Inducement closed on July 10, 2026.

The Company received net proceeds of $ 2,323 from the Warrant Inducement.

Company engaged ThinkEquity LLC (the “Solicitation Agent”) to act as its exclusive warrant solicitation agent in connection

with the transactions described above pursuant to that certain Warrant Solicitation Agent Agreement, by and between the Company and the

Solicitation Agent, dated as of July 10, 2026 (the “Warrant Solicitation Agent Agreement”).

Pursuant to the Warrant Solicitation

Agent Agreement, the Company agreed to pay the Solicitation Agent a fee consisting of (i) a cash payment equal to 10 % of the aggregate

gross cash proceeds received by the Company from the Warrant Holders’ exercise of the 2025 Warrants and (ii) warrants (the “Solicitation

Agent Warrants”) to purchase 374,330 shares of common stock ( 5 % of the aggregate number of shares underlying the New Warrants issued

to the Warrant Holders in connection with the transactions contemplated by the Inducement Letters).

The Solicitation Agent Warrants have

terms substantially similar to the New Warrants.

Pursuant to the Warrant Solicitation Agent Agreement, the Company also agreed to reimburse

the Solicitation Agent for its reasonable legal and other expenses up to $ 50 .

July 10, 2026, 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 wholly owned subsidiary of Pubco (“Matinas Merger Sub”), entered into a Business Combination Agreement (the “Business

Combination Agreement”) pursuant to which, subject to the terms and conditions contained in the Business Combination Agreement,

(i) GH Power Merger Sub and GH Power will amalgamate to form one corporate entity and wholly owned subsidiary of Pubco by way of a plan

of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (Ontario) (the “Amalgamation”)

and (ii) immediately following the effectiveness of the Amalgamation, Matinas Merger Sub will merge with and into the Company (the “Company

Merger” and together with the Amalgamation, the “Business Combination”), with the Company surviving the Company Merger

as a direct wholly owned subsidiary of Pubco.

to the terms and conditions of the Business Combination Agreement and the Plan of Arrangement, at the effective time of the Plan of Arrangement

(the “Arrangement Effective Time”), (i) each common share, without par value, of GH Power (“GH Power Common Share”)

issued and outstanding immediately prior to the Arrangement Effective Time will be automatically exchanged for the common shares, without

par value, of Pubco (“Pubco Common Shares”) based on the GH Power Exchange Ratio (as defined in the Plan of Arrangement),

(ii) each preferred share, without par value, of GH Power issued and outstanding immediately prior to the Arrangement Effective Time

will be automatically exchanged for Pubco Common Shares based on the GH Power Exchange Ratio on an as-converted to GH Power Common Share

basis and (iii) each GH Power Option (as defined in the Business Combination Agreement) and GH Power Warrant (as defined in the Business

Combination Agreement) issued and outstanding immediately prior to the Arrangement Effective Time will be assumed by Pubco and converted

into a Converted Option and Converted Warrant, respectively (each as defined in the Plan of Arrangement).

to the terms and conditions of the Business Combination Agreement, at the effective time of the Company Merger (the “Effective

Time”), (i) each share of common stock, par value $ 0.0001 per share, of the Company (“Common Stock”) issued and outstanding

immediately prior to the Effective Time shall automatically be converted into the right to receive one-tenth (0.1) of a Pubco Common

Share (the “Per Share Matinas Merger Consideration”), (ii) each share of preferred stock, par value $ 0.0001 per share, of

the Company issued and outstanding immediately prior to the Effective Time shall automatically, in accordance with the applicable certificate

of designation, be converted into the right to receive the Per Share Matinas Merger Consideration on an as-converted to Common Stock

basis, (iii) each outstanding option to purchase a share of Common Stock (each, a “Company Stock Option”) issued and outstanding

immediately prior to the Effective Time will be assumed by Pubco and shall be automatically converted into a Substituted Option (as defined

in the Business Combination Agreement), with each Substituted Option representing the right to purchase that number of shares of Pubco

Common Shares equal to the Per Share Matinas Merger Consideration underlying such Company Stock Option immediately prior to the Effective

Time with a per-share exercise price equal to the exercise price per share of Common Stock subject to such Company Stock Option immediately

prior to the Effective Time divided by 0.1, subject to adjustment as set forth in the Business Combination Agreement, and (iv) each outstanding

warrant to purchase shares of Common Stock (“Company Warrant”) issued and outstanding immediately prior to the Effective

Time will (a) be assumed by Pubco and shall be automatically converted into an Assumed Warrant (as defined in the Business Combination

Agreement), with each share of Common Stock the holder of such Company Warrant would have received had such Company Warrant been exercised

in full (on a cashless or non-cashless basis, as permitted by the terms of such Company Warrant) in accordance with its terms immediately

prior to the Effective Time, entitling such holder to the Per Share Matinas Merger Consideration with a per-share exercise price equal

to the exercise price per share of Common Stock subject to such warrant immediately prior to the Effective Time divided by 0.1, or (b)

entitle the holder of such Company Warrant to such other consideration that such holder is entitled to receive pursuant to the terms

of such holder’s Company Warrant.

former financial advisor to the Company is entitled to receive, in connection with the closing of the Business Combination (the “Closing”

and the date of the Closing, the “Closing Date”), (i) a cash fee equal to $ 2,000 and (ii) $ 2,000 of Pubco Common Shares (the

“Advisor Issuance”), calculated based on the average of the closing prices of the Common Stock on the NYSE American for the

ten trading days ending one trading day prior to the Closing Date.

the GH Power Exchange Ratio formula, upon the Closing, on a pro forma basis and based upon the number of Pubco Common Shares expected

to be issued in connection with the Business Combination, but prior to giving effect to the Advisor Issuance, current equityholders of

the Company (including the investors in the Series D Financing and the Warrant Inducement) are expected to own approximately 9 % of the

outstanding Pubco Common Shares and GH Power equityholders are expected to own approximately 91 % of the outstanding Pubco Common Shares,

in each case calculated on a fully diluted basis using the treasury stock method and subject to certain assumptions, including (i) a

valuation for the Company of $ 24,725 , (ii) a valuation for GH Power of $ 250,000 and (iii) the relative capitalization of the Company

and GH Power.

The percentage of the combined company that each party’s equityholders will own following the Closing is subject

to certain adjustments as described in the Business Combination Agreement and Plan of Arrangement, including dollar-for-dollar upward

adjustments to the Company’s valuation and GH Power’s valuation for any capital raised by the Company or GH Power, respectively,

from the date of the Business Combination Agreement through the Effective Time or Arrangement Effective Time, as applicable.

of the parties has agreed to customary representations, warranties and covenants in the Business Combination Agreement, including, among

others, covenants relating to (i) obtaining the requisite approval of its respective stockholders and (ii) the conduct of its respective

business during the period between the signing of the Business Combination Agreement and the consummation of the transactions contemplated

thereby (such period, the “Interim Period”).

In addition, the Company and Pubco agreed to prepare and file a proxy statement/prospectus

included in the registration statement on Form F-4 (the “F-4 Registration Statement”) with the U.S.

Securities and Exchange

Commission (the “SEC”), which will contain a proxy statement of the Company (the “Proxy Statement”) for the purpose

of soliciting proxies from the Company’s stockholders at a special meeting of its stockholders (the “Special Stockholder

Meeting”) to (1) obtain the Required Matinas Stockholder Approval (as defined in the Business Combination Agreement), including

the Company’s Board of Directors’ (the “Board”) recommendation that the stockholders vote “FOR” the

Business Combination Agreement and transactions contemplated thereby (the “Company Board Recommendation”), (2) approve the

Stock Sale (as defined below), if deemed necessary, (3) approve any adjournment of the Special Stockholder Meeting, if necessary or desirable,

and (4) approve any other proposals the parties deem necessary to effectuate the transactions contemplated by the Business Combination

Agreement (collectively, the “Stockholder Approval Matters”).

The Company also expects to seek, through the proxy statement/prospectus

included in the F-4 Registration Statement, any stockholder approval required under the rules of the NYSE American for the issuance of

securities in the Series D Financing and the Warrant Inducement.

The Company also agreed that, prior to the Closing, it will be subject

to restrictions on soliciting or facilitating any Acquisition Proposal or Acquisition Inquiry (as each is defined in the Business Combination

Closing is subject to certain closing conditions, including, among other things, (i) completion of a financing by GH Power (the “PIPE

Financing”), including evidence that all cash from the PIPE Financing has been deposited with GH Power in accordance with the Subscription

Agreements (as defined in the Business Combination Agreement) and that such financing results in gross proceeds of at least $ 15,000 ,

(ii) obtaining the Required Matinas Stockholder Approval, (iii) obtaining the Required GH Power Shareholder Approval (as defined in the

Business Combination Agreement), (iv) the effectiveness of the F-4 Registration Statement, (v) obtaining the Interim Order (as defined

in the Business Combination Agreement) and the Final Order (as defined in the Business Combination Agreement) on terms consistent with

the Business Combination Agreement, (vi) the listing of the Pubco Common Shares issuable in connection with the Business Combination

on the NYSE, (vii) the absence of any Law or Order (each as defined in the Business Combination Agreement) that makes the transactions

illegal or otherwise prevents or prohibits consummation, (viii) election or appointment of the Post-Closing Pubco Board (as defined in

the Business Combination Agreement) and (ix) evidence reasonably satisfactory to each of GH Power and the Company that Pubco qualifies

as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act of 1934, as amended (the “Exchange Act”) as of the

Each party’s obligation to consummate the Business Combination is also subject to other specified customary conditions,

including conditions regarding the accuracy of the representations and warranties of the other party, subject to the applicable materiality

standard, and the performance in all material respects by the other party of its obligations under the Business Combination Agreement

required to be performed on or prior to the Closing.

Purchase Agreement

July 10, 2026, the Company and Azurity Pharmaceuticals, Inc., a Delaware corporation (“Azurity”), entered into a Stock Purchase

Agreement (the “Stock Purchase Agreement”) pursuant to which Azurity will purchase and acquire from the Company all of the

issued and outstanding equity interests (the “Stock Sale”) of Nanotechnologies.

As consideration for the Stock Sale, Azurity

agreed to pay to the Company cash consideration of up to $ 21,500 , with $ 4,000 due to the Company at the closing of the Stock Sale, subject

to downward adjustment by the amount of Indebtedness (as defined in the Stock Purchase Agreement), and up to an additional $ 17,500 due

upon the achievement of certain milestone events set forth in the Stock Purchase Agreement.

The Company will also be eligible to receive

a mid-single-digit royalty on Net Sales (as defined in the Stock Purchase Agreement) and Licensing Proceeds (as defined in the Stock

Purchase Agreement) generated on MAT2203 (as defined in the Stock Purchase Agreement).

to the terms of royalty rights certificates held by the former holders of the Company’s Series A Preferred Stock, the holders thereof

are entitled to receive, in the aggregate, 7.5 % of the amounts the Company receives from Azurity in connection with the Stock Sale, including

the initial purchase price, milestone payments and royalty amounts described above.

Stock Purchase Agreement, the Stock Sale and the other transactions contemplated by the Stock Purchase Agreement must also be approved

by the Company’s stockholders as a condition to the closing of the Stock Sale, and the Company expects to seek such approval at

the Special Stockholder Meeting by means of the proxy statement/prospectus included in the F-4 Registration Statement.

obligation to consummate the Stock Sale is subject to certain closing conditions, including, among other things, the accuracy of the

other party’s representations and warranties as of the closing, subject, in certain instances, to certain materiality and other

thresholds, the performance by the other party of its obligations and covenants under the Stock Purchase Agreement in all material respects,

obtaining the requisite vote from the Company’s stockholders, the delivery of certain related ancillary documents by the other

party and the absence of any injunction or other legal prohibitions preventing consummation of the Stock Sale.

In addition, the Company’s

obligation to consummate the Stock Sale is conditioned upon the satisfaction of all conditions to the closing of the transactions contemplated

by the Business Combination Agreement (other than those conditions which, by their terms, are to be satisfied or waived at the closing,

but subject to the satisfaction or waiver of such conditions).

The Company and Azurity have also agreed to indemnify each other from

and against losses due to breaches of their respective representations, warranties and covenants contained in the Stock Purchase Agreement

and certain other liabilities, with recovery for such losses subject to certain specified limitations set forth in the Stock Purchase

July 23, 2026, pursuant to and in accordance with Section 12(a) of the Sales Agreement, BTIG notified the Company that BTIG is terminating

the Sales Agreement effective immediately.

The Company is not subject to any termination penalties or other expenses related to the termination

of the Sales Agreement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements