--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-24-041960" form_type: "8-K" ticker: null cik: "0001885336" company_name: "FORMATION MINERALS, INC." filed_at: "2024-05-13T23:59:59+00:00" generated_at: "2026-06-02T02:49:04.687155+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # SensaSure Technologies completes merger with Verde Bio; appoints Scott Cox CEO, changes name to Formation Minerals ## Summary - 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. ## SEC filing metadata - accession: 0001213900-24-041960 - form_type: 8-K - cik: 0001885336 - company_name: FORMATION MINERALS, INC. - filed_at: 2024-05-13T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 2.01, 3.02, 1.01, 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1885336/000121390024041960/0001213900-24-041960-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1885336/000121390024041960/ea0205831-8k_formation.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-24-041960 - JSON: https://secwatch.observer/filing/0001213900-24-041960.json - Plain text: https://secwatch.observer/filing/0001213900-24-041960.txt ## Key facts - Executive change 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1885336/000121390024041960/0001213900-24-041960-index.htm - Executive change James D. Hiza resigned as President and sole director at FORMATION MINERALS, INC.. - Action: resigned - Role: President and sole director source text: James D. Hiza, our President and the sole member of the board of directors (the “Board”) of the Company, resigned from those positions evidence_url: https://www.sec.gov/Archives/edgar/data/1885336/000121390024041960/0001213900-24-041960-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1885336/000121390024041960/0001213900-24-041960-index.htm - Governance Changes 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 source text: Also effective prior to the Effective Time, the Board adopted amended and restated bylaws of the Company (the “Amended and Restated Bylaws”). evidence_url: https://www.sec.gov/Archives/edgar/data/1885336/000121390024041960/0001213900-24-041960-index.htm - M&A Transactions 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 source text: ub”), with and into Verde Bio Holdings, Inc., a Nevada corporation (“Verde”), with Verde surviving as a direct, wholly evidence_url: https://www.sec.gov/Archives/edgar/data/1885336/000121390024041960/0001213900-24-041960-index.htm - Shareholder Votes 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 source text: Item 5.07. Submission of Matters to a Vote of Security Holders. On May 9, 2024, we held a evidence_url: https://www.sec.gov/Archives/edgar/data/1885336/000121390024041960/0001213900-24-041960-index.htm - Shareholder Votes 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 source text: Item 5.07. Submission of Matters to a Vote of Security Holders. On May 9, 2024, we held a evidence_url: https://www.sec.gov/Archives/edgar/data/1885336/000121390024041960/0001213900-24-041960-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.