8-K
filed May 13, 2024, 7:59 PM ET
CIK 0001885336
M&A
confidence high
sentiment neutral
materiality 0.75
FORMATION MINERALS, INC.: M&A transaction — SensaSure Technologies completes merger with Verde Bio; appoints Scott Cox CEO, changes name to Formation Minerals
FORMATION MINERALS, INC.
- Merger of SSTC subsidiary into Verde Bio completed May 9, 2024; Verde shareholders receive SSTC common and preferred at fixed exchange ratios.
- Scott A. Cox appointed sole director, President, CEO, CFO, Treasurer, Secretary; annual salary $250,000.
- Company name changed to Formation Minerals, Inc. after subsequent merger step.
- Authorized capital increased to 2B shares common, 150M shares blank-check preferred.
- Stockholders approved all proposals; votes were 34,762,341 for, 0 against each.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott A. Cox was appointed as President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary at FORMATION MINERALS, INC..
- Action
- appointed
- Role
- President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary
Exact text from the filing
appointed Scott A. Cox to serve as the sole director of the Board, to hold office until the next annual meeting of stockholders of the Company at which directors are being elected or as set forth in our Amended and Restated Bylaws (as defined below), and as the President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James D. Hiza resigned as President and sole director at FORMATION MINERALS, INC..
- Action
- resigned
- Role
- President and sole director
Exact text from the filing
James D. Hiza, our President and the sole member of the board of directors (the “Board”) of the Company, resigned from those positions
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
FORMATION MINERALS, INC.: Amended and restated articles of incorporation to increase authorized capital stock to 2,000,000,000 shares, authorize blank check preferred stock, and restrict special meetings to board call, effective prior to merger effective time.
- Change
- charter amendment
Exact text from the filing
Effective prior to the Effective Time, our articles of incorporation were amended and restated (the “Amended and Restated Articles of Incorporation”) to, among other among other modifications, (a) increase the number of shares of capital stock which SSTC is authorized to issue to 2,000,000,000 shares, (b) authorize the issuance of up to 150,000,000 shares of “blank check” preferred stock, the rights, preferences and privileges of which may be designated from time to time by the Board, and (c) provide that special meetings of stockholders may be called only by the Board, as further described in the Joint Proxy Statement/Prospectus.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
FORMATION MINERALS, INC.: Board adopted amended and restated bylaws effective prior to the effective time, updating provisions for special meetings, quorum, voting, board size, officer provisions, exclusive forum, and removal of indemnification.
- Change
- bylaw amendment
Exact text from the filing
Also effective prior to the Effective Time, the Board adopted amended and restated bylaws of the Company (the “Amended and Restated Bylaws”).
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M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
FORMATION MINERALS, INC. underwent a change of control involving Verde Bio Holdings, Inc. for for every approximately 300.47 shares of Verde Common Stock, one share of SSTC Common Stock (closed 2024-05-09).
- Action
- change of control
- Counterparty
- Verde Bio Holdings, Inc.
- Consideration
- for every approximately 300.47 shares of Verde Common Stock, one share of SSTC Common Stock
- Closing
- 2024-05-09
Exact text from the filing
ub”), with and into Verde Bio Holdings, Inc., a Nevada corporation (“Verde”), with Verde surviving as a direct, wholly
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
FORMATION MINERALS, INC. shareholders approved Approval of name change of SSTC to Formation Minerals, Inc. at the 2024-05-09 meeting.
- Outcome
- passed
- Meeting
- 2024-05-09
Exact text from the filing
Item 5.07. Submission of Matters to a Vote of Security Holders. On May 9, 2024, we held a
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
FORMATION MINERALS, INC. shareholders approved Approval of amended and restated articles of incorporation, to increase authorized capital stock to 2,000,000,000 shares, authorize blank check preferred stock, and restrict special meetings at the 2024-05-09 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-05-09
Exact text from the filing
Item 5.07. Submission of Matters to a Vote of Security Holders. On May 9, 2024, we held a
View on SEC.gov
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