Note 1 – Description of Business

Matinas BioPharma Holdings, Inc. (the “Company”) is a Delaware corporation formed in 2013. The Company is the parent company of Matinas BioPharma, Inc. (“BioPharma”), and Matinas BioPharma Nanotechnologies, Inc. (“Nanotechnologies,” formerly known 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”).

As 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.