GH Power to go public via Matinas merger in $15M clean energy deal

GH Power Inc., a developer of modular reactors that convert scrap metal into clean hydrogen and high-purity alumina, will go public through a reverse merger with Matinas BioPharma Holdings Inc., creating a combined company targeting the $200 billion-plus clean energy and critical minerals market.

"This transaction marks a defining milestone for GH Power and reflects years of technology development, engineering and execution," David White, chief executive officer of GH Power, said.

Under the terms announced Monday, existing GH Power equity holders will own about 91% of the new entity, named GH Power International, while Matinas stockholders will hold roughly 9%. Each Matinas share converts into 0.1 of a GHP International common share. The deal requires GH Power to complete a financing of at least $15 million before closing.

The transaction transforms Matinas from a money-losing biotech into a publicly traded clean energy company at a time when US policy incentives — including Inflation Reduction Act provisions offering up to $3 per kilogram in tax credits for green hydrogen — are driving investment into domestic critical mineral production and industrial decarbonization.

GH Power's proprietary reactor systems use scrap metals and water to produce three outputs simultaneously: high-purity alumina used in advanced materials and EV batteries, clean hydrogen for industrial and energy applications, and thermal energy for behind-the-meter power generation. The company is targeting industrial customers seeking to decarbonize operations while securing domestic supply of critical minerals.

The deal also includes the sale of Matinas' drug development subsidiary, Matinas BioPharma Nanotechnologies Inc., to privately held Azurity Pharmaceuticals for $4 million in upfront cash, plus up to $17.5 million in milestone payments and future mid-single-digit royalties on net sales of its lead antifungal candidate, MAT2203. Former holders of Matinas Series A preferred stock are entitled to 7.5% of any proceeds from that sale.

Matinas raised additional capital through two concurrent transactions that closed July 10: a Series D preferred stock private placement raising $575,000, and a warrant inducement exercise generating about $2.6 million in gross proceeds. ThinkEquity acted as advisor on the warrant solicitation.

The combined company's board will comprise five directors, with four designated by GH Power and one by Matinas. The transaction has received unanimous approval from the boards of both companies and is expected to close in the fourth quarter, subject to stockholder and regulatory approvals, including clearance from the Ontario Superior Court and effectiveness of a registration statement with the US Securities and Exchange Commission.

GH Power's technology enters a competitive field that includes established electrolyzer manufacturers such as Plug Power Inc. and Nel ASA, as well as emerging modular reactor developers. The company's differentiation lies in its ability to produce three revenue-generating products — alumina, hydrogen, and heat — from a single feedstock of recycled metal, potentially improving project economics versus standalone hydrogen production.

For investors, the deal offers exposure to the clean hydrogen and critical minerals theme through a publicly traded vehicle, though the combined company will need to demonstrate commercial-scale deployment. GH Power has not yet disclosed revenue or project backlog figures, and the technology remains at a pre-commercial stage pending deployment of its first modular systems.

This article is for informational purposes only and does not constitute investment advice.