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 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.

item 2.01 item 3.03 item 5.01 item 5.02 item 5.03 item 5.07 item 9.01

Machine-readable event card

schema_version: secwatch.filing_event.v1
accession: 0001213900-24-041962
form_type: 8-K
ticker: APHD
cik: 0001490054
company_name: VERDE BIO HOLDINGS, INC.
filed_at: 2024-05-13T23:59:59+00:00
discovered_at: 2026-05-14T18:03:18.631814+00:00
generated_at: 2026-06-02T02:13:48.000652+00:00
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event_type: m_and_a
sentiment: neutral
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: high
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edgar_primary_document_url: https://www.sec.gov/Archives/edgar/data/1490054/000121390024041962/ea0205833-8k_verde.htm
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Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Scott A. Cox

Chief Executive Officer

APHD · VERDE BIO HOLDINGS, INC.

Filed: May 13, 2024, 7:59 PM ET

In addition, at the Second Merger Effective Time, Scott A. Cox, Chief Executive Officer, ceased serving in such positions.

Source-grounded claims

7d4a2a16d0

Scott A. Cox departed as Chief Executive Officer at VERDE BIO HOLDINGS, INC..

In addition, at the Second Merger Effective Time, Scott A. Cox, Chief Executive Officer, ceased serving in such positions.

SEC 8-K Item 5.02 confidence 0.95 SEC evidence

1c04643f75dbaa4746f1446cbe53092a6e1b85e5

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.

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.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

514b3cb2b1e16b0a91cdfde25a005883fee98223

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.

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.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

a53f01e526db7fb14afba716ac6e3dd83aa8c05e

VERDE BIO HOLDINGS, INC. underwent a change of control involving SensaSure Technologies Inc. (SSTC) (closed 2024-05-09).

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

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

82fb721dad00655aac825d4c51493c0d1d7a063d

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.

The voting results for the Merger Proposal are as follows: For Against Abstain 5,334,612,883 20,370,010 365,853

SEC 8-K Item 5.07 confidence 0.95 SEC evidence

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In addition, at the Second Merger Effective Time, Scott A. Cox, Chief Executive Officer, ceased serving in such positions.

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In addition, at the Second Merger Effective Time, Scott A. Cox, Chief Executive Officer, ceased serving in such positions.

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Comparable filing

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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.

Comparable filing

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ESAB Corp June 2, 2026, 6:41 AM ET m_and_a Items 2.01, 3.02, 5.03, 3.03, 7.01, 8.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.03, 5.03, 9.01 same event type: m_and_a similar materiality

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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.

Comparable filing

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FFIC

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FLUSHING FINANCIAL CORP June 1, 2026, 5:21 PM ET m_and_a Items 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This 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

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

THR

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Thermon Group Holdings, Inc. June 1, 2026, 9:24 AM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 7.01, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This 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

Comparable filing

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Filing page SEC filing

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This filing

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Comparable filing

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Filing page SEC filing

Source: SEC EDGAR

accession 0001213900-24-041962

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