8-K
filed May 13, 2024, 7:59 PM ET
ticker APHD
CIK 0001490054
M&A
confidence high
sentiment neutral
materiality 0.75
VERDE BIO HOLDINGS, INC. (APHD): M&A transaction — Verde Bio completes merger with SensaSure; new entity Formation Minerals
VERDE BIO HOLDINGS, INC.
- Merger closed May 9, 2024; Verde stockholders received SSTC common/preferred shares at ~300.47:1 ratio for common and Series A, and 0.15:1 for Series C.
- Verde merged into SSTC; SSTC renamed Formation Minerals, Inc.; Verde ceased to exist.
- Verde's sole director and officer, and CEO Scott A. Cox, departed at Second Merger Effective Time.
- Merger approved by Verde stockholders with 5,334,612,883 votes for, 20,370,010 against, 365,853 abstain.
- SSTC assumed Verde warrant for up to 210,195 shares SSTC common at $0.75, exp. Jan 2027.
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 departed as Chief Executive Officer at VERDE BIO HOLDINGS, INC..
- Action
- ceased serving
- Role
- Chief Executive Officer
Exact text from the filing
In addition, at the Second Merger Effective Time, Scott A. Cox, Chief Executive Officer, ceased serving in such positions.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
VERDE BIO HOLDINGS, INC.: Amended and restated bylaws to be consistent with Merger Sub's bylaws immediately prior to the merger, except for administrative changes.
- Change
- bylaw amendment
Exact text from the filing
At the Effective Time, our articles of incorporation and bylaws were amended and restated to be consistent with the articles of incorporation and bylaws of Merger Sub immediately prior to the Merger, except for certain administrative changes.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
VERDE BIO HOLDINGS, INC.: Amended and restated articles of incorporation to be consistent with Merger Sub's articles immediately prior to the merger, except for administrative changes.
- Change
- charter amendment
Exact text from the filing
At the Effective Time, our articles of incorporation and bylaws were amended and restated to be consistent with the articles of incorporation and bylaws of Merger Sub immediately prior to the Merger, except for certain administrative changes.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
VERDE BIO HOLDINGS, INC. underwent a change of control involving SensaSure Technologies Inc. (SSTC) (closed 2024-05-09).
- Action
- change of control
- Counterparty
- SensaSure Technologies Inc. (SSTC)
- Closing
- 2024-05-09
Exact text from the filing
The merger (the “Merger”) of Formation Minerals, Inc. (“Merger Sub”), a Nevada corporation and a direct wholly owned subsidiary of SensaSure Technologies Inc., a Nevada corporation (“SSTC”), with and into Verde, with Verde surviving as a direct, wholly owned subsidiary of SSTC, and the surviving corporation of the merger, pursuant to that certain Agreement and Plan of Merger, dated as of December 11, 2023 and amended as of February 8, 2024 (the “Merger Agreement”), by and among SSTC, Verde and Merger Sub, was consummated and became effective at 4:15 p.m., Eastern time, on May 9, 2024
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
VERDE BIO HOLDINGS, INC. shareholders approved Approval of the Merger pursuant to the terms and subject to the conditions of the Merger Agreement and the Merger Agreement (the 'Merger Proposal') at the 2024-05-09 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2024-05-09
Exact text from the filing
The voting results for the Merger Proposal are as follows: For Against Abstain 5,334,612,883 20,370,010 365,853
View on SEC.gov
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