What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-13 compared with 2026-05-08 · 189 added, 142 removed, 108 unchanged (75% of the section changed)

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These factors include, but are not limited to:

ability to complete one or more strategic transactions that will maximize our assets or otherwise provide value to stockholders;

ability to satisfy the conditions to the closing of the Business Combination (as defined below) and the Stock Sale (as defined below),

including obtaining the stockholder approval required to complete such transactions;

ability to meet expectations regarding the timing and completion of the Business Combination and Stock Sale;

timing and costs of consummating the Business Combination and Stock Sale;

ability to complete the Business Combination, the Stock Sale, or one or more other strategic transactions, that will maximize our

assets or otherwise provide value to stockholders;

ability to raise capital when needed;

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reference into this report.

We have no obligation, and expressly disclaim any obligation, to update, revise or correct any of the forward-

looking statements, whether as a result of new information, future events or otherwise.

We have no obligation, and expressly disclaim any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise.

We have expressed our expectations, beliefs and

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delivery technology (LNC Platform).

elements of our strategy now include:

one or more partners to monetize the value of MAT2203 in the short term and raise additional non-dilutive capital through the licensing

or sale of our lead LNC Platform product candidate.

A partnership, whether through a license, sale or other transaction, would likely

seek to advance MAT2203 into Phase 3 development as quickly as possible, which could position a partner to commercialize MAT2203

upon approval.

our cash resources while identifying and evaluating other strategic options for the Company, which could include the in-license of

one or more assets or seeking a merger partner for the Company.

the three month periods ended March 31, 2026 and 2025, our net loss was $1,921 and $1,656, respectively.

We have incurred losses for

each period from our inception and expect to incur additional losses for the foreseeable future.

We will seek to fund our operations

through public or private equity offerings, debt financing, government or other third-party funding, collaborations and licensing arrangements.

Our lead product candidate is MAT2203 (oral amphotericin B), a highly potent antifungal drug which,

by virtue of LNC delivery, has been made oral, safe, and well-tolerated for prolonged administration in patients with life-threatening

invasive fungal infections.

Following the successful EnACT Phase 2 trial in the treatment of cryptococcal meningitis, MAT2203 is now

positioned for a single, Phase 3 registration trial (the “ORALTO trial”) in support of a New Drug Application (NDA) for the

treatment of invasive aspergillosis in patients with limited treatment options.

In July 2026, we entered into the Business Combination

Agreement with GH Power and the Stock Purchase Agreement with Azurity described below under “Business Combination” and “Stock

Purchase Agreement.” Following the completion of the Business Combination, the current business of GH Power is expected to become

the primary business of the combined company, and we do not expect to continue our historical LNC Platform development activities as

an independent, publicly traded company.

the six-month periods ended June 30, 2026 and 2025, our net loss was $3,247 and $6,901, respectively.

We have incurred losses for each

period from our inception and expect to incur additional losses for the foreseeable future.

We will seek to fund our operations through

public or private equity offerings, debt financing, government or other third-party funding, collaborations and licensing arrangements.

Adequate additional financing may not be available to us on acceptable terms, or at all.

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We will need to generate significant revenues to achieve profitability, and we may never do so.

July 10, 2026, we, 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 us (the “Company

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

direct wholly owned subsidiary of Pubco.

Purchase Agreement

July 10, 2026, we 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 us all of the issued and outstanding

equity interests (the “Stock Sale”) of Matinas BioPharma Nanotechnologies, Inc.

(f/k/a Aquarius Biotechnologies Inc.), a

Delaware corporation and our wholly owned subsidiary (“Nanotechnologies”).

As consideration for the Stock Sale, Azurity agreed

to pay us cash consideration of up to $21,500, with $4,000 due to us 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.

We 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).

Pursuant 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.

information about the Business Combination Agreement and the Stock Purchase Agreement is set forth in our Current Report on Form 8-K

filed with the SEC on July 13, 2026, and “Note 11 - Subsequent Events” in the accompanying unaudited Consolidated Financial

Operations Overview

and Development Expenses

and development expenses consist of costs incurred for the development of product candidate MAT2203 and advancement of our LNC platform,

which include:

cost of acquiring, developing, and manufacturing pre-clinical and human clinical trial materials;

for consultants and contractors associated with Chemistry and Manufacturing Controls (CMC), pre-clinical and clinical activities

and regulatory operations;

incurred under agreements with contract research organizations, or CROs, including the NIH, that conduct our pre-clinical or clinical

employee-related

expenses, including salaries and stock-based compensation expense for those employees involved in the research and development process.

and development activities are central to our business model.

We expect our research and development expenses to increase over time because

product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical

development, primarily due to the increased size and duration of later-stage human trials.

However, during the first quarter of 2026,

our research and development expenses were lower than in 2025, and we expect them to remain lower during the remainder of 2026 until

such time, if at all, as we are able to secure additional funding to support initiation of our Phase 3 registration trial for MAT2203

and advancement of our LNC platform delivery technology.

and Administrative Expenses

and administrative expenses for the three months ended March 31, 2026 and 2025 were $1,936 and $1,861, respectively.

and administrative expenses for the six months ended June 30, 2026 and 2025 were $3,490 and $3,698, respectively.

General and administrative

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in fair value of warrant liability

February 13, 2025, the Company closed a private placement investment with certain investors in which the investors received shares of

Series C Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), and warrants to purchase shares

the Company’s common stock (the “2025 Warrants”).

The 2025 Warrants were classified as a liability upon issuance with

the fair value estimated using a Monte Carlo simulation model.

Future changes in fair value will be recognized in other income/(expense),

net at each reporting period until the 2025 Warrants are either exercised or expired.

gain of $294 was recognized for the three months ended March 31, 2025, representing the change in fair value of the warrant liability

between the issuance date of February 13, 2025 and March 31, 2025.

There was no warrant liability at March 31, 2026.

February 13, 2025, and April 8, 2025, we issued shares of Series C Preferred Stock (as defined below) and 2025 Warrants (as defined

below) to purchase shares of common stock in a private placement.

The 2025 Warrants were initially classified as a liability upon

each issuance date with the fair value estimated using a Monte Carlo simulation model.

The terms of the 2025 Warrants were amended

after issuance enabling the reclassification of the 2025 Warrants as equity.

loss of $3,161 was recognized for the six months ended June 30, 2025, representing the change in fair value of the warrant liability

between the issuance dates of February 13, 2025 and April 8, 2025 and the amendment date of June 26, 2025.

There was no warrant liability

at June 30, 2026.

on disposal of assets, net

the six months ended June 30, 2026 and 2025, we recognized a loss on disposal of assets of $138 and a gain on disposal of assets of $110,

respectively.

In 2026, assets with a net book value of $138 were written off in connection with the termination of the Bridgewater lease

in April 2026.

In 2025, we sold equipment with a net book value of $210 for proceeds of $320, resulting in a gain on disposal of $110.

income/(expense), net

income/(expense), net for the three months ended March 31, 2026 and 2025 were $15 and ($4), respectively.

Other income/(expense),

net increased compared to the prior period was primarily due to decreased investment income related to decreased cash and cash

equivalent balances and the employee retention credit payment received in the prior year partially offset by the equity transaction fees incurred during the three months ended March 31, 2025.

income/(expense), net was $13 for the six months ended June 30, 2026, compared with $(67) for the six months ended June 30, 2025.

increase in other income/(expense), net from the prior-year period was primarily due to the absence of warrant liability transaction

fees incurred in the current period, partially offset by the employee retention credit payment received and interest income recognized

during the six months ended June 30, 2025.

of Critical Accounting Policies and Accounting Estimates

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Operating Trends

current R&D efforts are focused on advancing our lead LNC product candidate, MAT2203.

We believe that significant investment in product

development is a competitive necessity, and we are seeking to monetize our assets whether through a partnership, sale or other transaction

to assist us in continuing to make these investments to be in a position to realize the potential of our product candidates and proprietary

technologies.

expect that most of our R&D expenses in the near-term, if any, will be incurred in support of MAT2203 and positioning that drug for

a partnership with a well-funded and experienced third party biotech or pharmaceutical company.

we are focused on consummating the Business Combination with GH Power Inc.

and the Stock Purchase Agreement with Azurity Pharmaceuticals,

while conserving our cash until such transactions are completed.

of Operations

of the three months ended March 31, 2026 to the three months ended March 31, 2025

of the three months ended June 30, 2026 to the three months ended June 30, 2025

following tables summarize our revenues and operating expenses for the periods presented:

Three Months Ended March 31,

Three Months Ended June 30,

Research and development

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and Development expenses.

Research and Development (R&D) expense for the three months ended March 31, 2026 and 2025 was

$0 and $85, respectively.

The decrease in R&D expenses as compared to 2025 was primarily attributable to the decrease in consulting costs related to the pause of our MAT2203 development program and in headcount costs resulting from our

reduction in force.

We did not have any Research and Development expenses for the three months ended June 30, 2026 and

and Administrative expenses.

General and Administrative (G&A) expenses for the three months ended March 31, 2026 and

General and Administrative (G&A) expenses for the three months ended June 30, 2026 and 2025

were $1,555 and $1,837, respectively.

The increase in G&A expenses was primarily attributable to increased legal and

consulting fees partially offset by lower stock based compensation expense and decreased headcount.

The decrease in G&A expenses was primarily attributable to lower personnel-related costs resulting

from reduced headcount and lower operating lease expense following the termination of our Bridgewater lease, partially offset by higher

legal and consulting fees primarily related to corporate strategic initiatives.

of the six months ended June 30, 2026 to the six months ended June 30, 2025

following tables summarize our revenues and operating expenses for the periods presented:

Six Months Ended June 30,

Research and development

General and administrative

Operating Expenses

and Development expenses.

R&D expenses for the six months ended June 30, 2026 and 2025 were $0 and $85, respectively.

decrease in R&D expenses was primarily attributable to the decrease in clinical trial consulting costs related to the pause of our

MAT2203 development program and in headcount costs resulting from our reduction in force.

and Administrative expenses.

G&A expenses for the six months ended June 30, 2026 and 2025 were $3,490 and $3,698, respectively.

The decrease in G&A expenses was primarily attributable to lower personnel-related costs resulting from reduced headcount and lower

operating lease expense following the termination of our Bridgewater lease, partially offset by higher legal and consulting fees primarily

related to corporate strategic initiatives.

and capital resources

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stock warrants.

As of March 31, 2026, we have raised a total of $170,336 in gross proceeds and $156,594, net proceeds, from sales of

our equity securities.

of March 31, 2026, we had cash and cash equivalents, excluding restricted cash, totaling $2,398.

As of June 30, 2026, we have raised a total of $170,336 in gross proceeds and $156,594, net proceeds, from sales of our

equity securities.

of June 30, 2026, we had cash and cash equivalents, excluding restricted cash, totaling $761.

Subsequent to June 30, 2026, we received

net proceeds of approximately $575 from the Series D Financing and approximately $2,323 from the Warrant Inducement.

Private Placement

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investors (the “February 2025 Investors”), pursuant to which we agreed to issue and sell, in a private placement, an aggregate

of 3,300 shares of Preferred Stock, initially convertible into up to 5,631,404 shares of our common stock, with a stated value of $1,000

per share, and 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.

to the February 2025 Agreement, on February 13, 2025, we issued and sold in an initial closing 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 of $1.65 million.

On April 4, 2025, we obtained stockholder approval for the issuance of the Preferred

Stock and 2025 Warrants, as required by the rules and regulations of NYSE American, including Section 713 of the NYSE American Company

Guide, and issued and sold, in a 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

of $1.65 million.

of 3,300 shares of our 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 our common stock, with a stated value of $1,000 per share, and 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.

to the February 2025 Agreement, on February 13, 2025, we issued and sold in an 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 of $1.65 million.

On April 4, 2025, we obtained stockholder approval for the issuance of the

Series C Preferred Stock and 2025 Warrants, as required by the rules and regulations of NYSE American, including Section 713 of the NYSE

American Company Guide, and issued and sold, in a 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 of $1.65 million.

Registered Direct Offering

April 5, 2024, the Company closed a registered direct offering of 666,667 shares of its common stock and warrants to purchase up to an

aggregate of 666,667 additional shares of common stock, at a combined purchase price of $15.00 per share and accompanying warrant.

Company generated gross proceeds of approximately $10,000 and net proceeds of approximately $9,179, after deducting underwriting discounts

and commissions and other offering expenses.

April 5, 2024, we closed a registered direct offering of 666,667 shares of our common stock and warrants to purchase up to an aggregate

of 666,667 additional shares of common stock, at a combined purchase price of $15.00 per share and accompanying warrant.

gross proceeds of approximately $10,000 and net proceeds of approximately $9,179, after deducting underwriting discounts and commissions

and other offering expenses.

August 15, 2025, we entered into Warrant Exchange Agreements (the “Exchange Agreements”) with certain holders (the “Exchanging

Holders”) of April 2024 Warrants to purchase an aggregate of 466,666 shares of common stock.

Pursuant to the Exchange Agreements,

on August 15, 2025, the Company issued to the Exchanging Holders one share of common stock for each April 2024 Warrant, for an aggregate

of 466,666 shares of common stock.

Holders”) of warrants at an exercise price of $17.50 per share (the “2024 Warrants”) to purchase an aggregate of 466,666

shares of common stock.

Pursuant to the Exchange Agreements, on August 15, 2025, we issued to the Exchanging Holders one share of common

stock for each 2024 Warrant, for an aggregate of 466,666 shares of common stock.

At-The-Market Sales Agreement

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BTIG may terminate the Sales Agreement in certain limited circumstances.

The Company 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 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 we can raise through primary public offerings of securities in any twelve-month period using Form S-3 to an aggregate

of one-third of our public float.

We 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 was $44,191.

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

BTIG is terminating the Sales Agreement, effective immediately.

We are not subject to any termination penalties or other expenses related

to the termination of the Sales Agreement.

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

pursuant to which we agreed to issue and sell, in a private placement (the “Series D Financing”), an aggregate of 575 shares

of our 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 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.

a result of the Series D Financing, the exercise price of the 2025 Warrants (as defined below) was adjusted from $0.6446 to $0.35 pursuant

to the terms of the anti-dilution provisions contained therein and previously approved by our stockholders.

In addition, the conversion

price of our Series C Convertible Preferred Stock, issued on February 13, 2025 and April 8, 2025, was adjusted from $0.586 to $0.35 pursuant

to the terms of the anti-dilution provisions contained therein and previously approved by our stockholders.

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

Holders”) of our 2025 warrants to purchase up to an aggregate of 7,486,605 shares of common stock, issued to the Warrant Holders

on February 13, 2025 and April 8, 2025 (the “2025 Warrants”).

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 our 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”).

The Warrant Inducement closed on July 10, 2026 and 2025 Warrants to purchase the 7,486,605 shares were exercised.

As a result, we received net proceeds of $2,323 from the Warrant Inducement.

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

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

Solicitation Agent, dated as of July 10 25, 2026 (the “Warrant Solicitation Agent Agreement”).

Pursuant to the Warrant

Solicitation Agent Agreement, we 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 us from the Warrant Holders’ exercise of the 2025 Warrants and (ii) warrants (the

“Solicitation Agent Warrants”) to purchase 374,330 shares of common stock at an exercise price of $0.35 per share (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, we also agreed to reimburse the Solicitation Agent for its reasonable legal

and other expenses up to $50.

following table sets forth the primary sources and uses of cash, cash equivalents and restricted cash for each of the periods set forth

Three Months Ended March 31,

Six Months Ended June 30,

Cash used in operating activities

Cash provided by (used in) investing activities

Cash provided by financing activities

Cash provided by (used in) financing activities

Net decrease in cash and cash equivalents and restricted cash

cash used in operating activities was $1,601 and $2,007 for the three month periods ended March 31, 2026 and 2025, respectively.

losses of $1,921 and $1,656 for the three month periods ended March 31, 2026 and 2025, respectively, were partially offset by working

capital adjustments due to the timing of receipts and payments in the ordinary course of business, adjustments for non-cash stock based

compensation expense and change in fair value of the warrant liability.

cash provided by investing (used in) activities was $0 for each of the three month periods ended March 31, 2026 and 2025.

cash provided by financing activities was $0 and $1,647 for the three month periods ended March 31, 2026 and 2025, respectively.

decrease in cash provided by financing activities is primarily due to the net proceeds from the sale of our preferred stock of $1,648

during the three months ended March 31, 2025.

cash used in operating activities was $3,437 and $4,028 for the six month periods ended June 30, 2026 and 2025, respectively.

of $3,247 and $6,901 for the six-month periods ended June 30, 2026 and 2025, respectively, were partially offset by working capital adjustments

due to the timing of receipts and payments in the ordinary course of business, adjustments for non-cash stock-based compensation expense

and change in fair value of the warrant liability.

cash provided by (used in) investing activities was $0 for each of the six-month periods ended June 30, 2026 and 2025.

cash used in financing activities was $1 and net cash provided by financing activities was $3,269 for the six month periods ended June

30, 2026 and 2025, respectively.

The decrease in cash provided by financing activities is primarily due to the net proceeds from the

sale of our Series C preferred stock of $3,271 during the six months ended June 30, 2025.

Requirements and Other Liquidity Matters

expect to continue to incur significant expenses and increasing operating losses for the foreseeable future.

We anticipate that our expenses

will increase substantially if and as we:

further preclinical and clinical studies of MAT2203, our lead product candidate, even if such studies are primarily financed with

non-dilutive funding;

to discover and develop additional product candidates;

regulatory approvals for any product candidates that successfully complete clinical trials;

the manufacture of larger quantities of product candidates for clinical development and potentially commercialization;

expand and protect our intellectual property portfolio;

additional clinical, quality control and scientific personnel;

operational, financial and management information systems and personnel, including personnel to support our product development and/or

planned future commercialization efforts and personnel and infrastructure necessary to help us comply with our obligations as a public

do not believe that our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditures

requirements for a period of at least the next twelve months from the filing date of this Quarterly Report.

As a result, substantial doubt exists about

the Company’s ability to continue as a going concern.

such time, if ever, that we can generate revenues sufficient to achieve profitability, we expect to finance our cash needs through a

combination of private and public equity offerings, debt financings, government or other third-party funding, collaborations, and licensing

arrangements.

To the extent that we raise additional capital through the sale of common stock, convertible securities or other equity

securities, the ownership interest of our stockholders may be materially diluted, and the terms of these securities may include liquidation

or other preferences that adversely affect the rights of our common stockholders.

Debt financing and preferred equity financing, if available,

would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability

to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends, that could adversely

impact our ability to conduct our business.

Securing additional financing could require a substantial amount of time and attention from

our management and may divert a disproportionate amount of their attention away from day-to-day activities, which may adversely affect

our management’s ability to secure one or more partners to monetize the value of MAT2203 or future product candidates.

we raise additional funds through collaborations, strategic alliances or marketing, distribution, or licensing arrangements with third

parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates

or grant licenses on terms that may not be favorable to us.

financial condition and results of operations may also be impacted by other factors we may not be able to control, such as global supply

chain disruptions, global trade disputes and/or political instability.

Increases in interest rates, especially if coupled with reduced

government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening

Additionally, rising inflation rates may affect us by increasing operating expenses, such as employee-related costs and

clinical trial expenses, negatively impacting our results of operations.

do not believe that our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital requirements

for a period of at least the next twelve months from the filing date of this Quarterly Report.

As a result, substantial doubt exists

about our ability to continue as a going concern.

more fully described in Note 11 of the footnotes to the financial statements, on July 10, 2026 we entered into a Business Combination

Agreement with GH Power, Inc., and a Stock Purchase Agreement for the sale of Nanotechnologies, the owner of MAT2203.

Additionally, we received net proceeds of approximately $575 from the Series D Financing and approximately $2,323 from the Warrant Inducement.

There can be no assurance that the sale of Nanotechnologies and Business Combination with GH Power 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.

Sheet Arrangements

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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 2. Management’s Discussion and Analysis