Note 11 – Subsequent Events

Series D Financing

On 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.

As a result of the Series D Financing, the exercise price of the 2025 Warrants was adjusted from $0.6446 to $0.35 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 to $0.35 pursuant to the terms of the anti-dilution provisions contained therein and previously approved by the Company’s stockholders.

Warrant Inducement

On 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.

Pursuant 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”). The Warrant Inducement closed on July 10, 2026. The Company received net proceeds of $2,323 from the Warrant Inducement.

The 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.

Business Combination

On 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.

Subject 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).

Subject 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.

A 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.

Under 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.

Each 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 Agreement).

The 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 Closing. 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.

Stock Purchase Agreement

On 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).

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.

The 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. Each party’s 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 Agreement.

ATM Termination

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.