{"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","sec_items":["2.01","3.03","5.01","5.02","5.03","5.07","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Verde Bio completes merger with SensaSure; new entity Formation Minerals","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-24-041962","json":"https://secwatch.observer/filing/0001213900-24-041962.json","markdown":"https://secwatch.observer/filing/0001213900-24-041962.md","text":"https://secwatch.observer/filing/0001213900-24-041962.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1490054/000121390024041962/0001213900-24-041962-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1490054/000121390024041962/ea0205833-8k_verde.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-02T02:13:48.000652+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"7d4a2a16d0","claim":"Scott A. Cox departed as Chief Executive Officer at VERDE BIO HOLDINGS, INC..","evidence_excerpt":"In addition, at the Second Merger Effective Time, Scott A. Cox, Chief Executive Officer, ceased serving in such positions.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1490054/000121390024041962/0001213900-24-041962-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Chief Executive Officer"}]},{"claim_id":"1c04643f75dbaa4746f1446cbe53092a6e1b85e5","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1490054/000121390024041962/0001213900-24-041962-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}]},{"claim_id":"514b3cb2b1e16b0a91cdfde25a005883fee98223","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1490054/000121390024041962/0001213900-24-041962-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}]},{"claim_id":"a53f01e526db7fb14afba716ac6e3dd83aa8c05e","claim":"VERDE BIO HOLDINGS, INC. underwent a change of control involving SensaSure Technologies Inc. (SSTC) (closed 2024-05-09).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1490054/000121390024041962/0001213900-24-041962-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"SensaSure Technologies Inc. (SSTC)"},{"label":"Closing","value":"2024-05-09"}]},{"claim_id":"82fb721dad00655aac825d4c51493c0d1d7a063d","claim":"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.","evidence_excerpt":"The voting results for the Merger Proposal are as follows: For Against Abstain 5,334,612,883 20,370,010 365,853","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1490054/000121390024041962/0001213900-24-041962-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"merger approval"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-05-09"}]}],"comparable_filings":[{"accession":"0001193125-26-249151","ticker":"GIG","company_name":"GigCapital7 Corp.","filed_at":"2026-05-29T23:45:19+00:00","headline":"Hadron Energy closes SPAC merger with GigCapital7; 84% of public shares redeemed","event_type":"m_and_a","sec_items":["2.01","3.02","5.02","9.01","3.03","4.01","5.01","5.03","5.06","8.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: executive_change, governance_change, ma_transaction","same SEC item: 2.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-249151","json":"https://secwatch.observer/filing/0001193125-26-249151.json","markdown":"https://secwatch.observer/filing/0001193125-26-249151.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2023730/000119312526249151/0001193125-26-249151-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2023730/000119312526249151/d26249d8k.htm"},"side_by_side_evidence":{"fact_type":"executive_change","source_excerpt":"In addition, at the Second Merger Effective Time, Scott A. 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FFIC holders receive 0.85 OCFC shares","event_type":"m_and_a","sec_items":["2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251765","json":"https://secwatch.observer/filing/0001193125-26-251765.json","markdown":"https://secwatch.observer/filing/0001193125-26-251765.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/d135457d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1490054/000121390024041962/0001213900-24-041962-index.htm","comparable_excerpt":"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 ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm"}},{"accession":"0001104659-26-068666","ticker":"THR","company_name":"Thermon Group Holdings, Inc.","filed_at":"2026-06-01T13:24:24+00:00","headline":"CECO Environmental completes acquisition of Thermon Group; THR shares delisted from NYSE","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068666","json":"https://secwatch.observer/filing/0001104659-26-068666.json","markdown":"https://secwatch.observer/filing/0001104659-26-068666.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/0001104659-26-068666-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/tm2616040d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1490054/000121390024041962/0001213900-24-041962-index.htm","comparable_excerpt":"On June 1, 2026 (the \"Closing Date\"), following approval by the stockholders of both CECO and Thermon at an annual meeting and special meeting, respectively, held on May 27, 2026, the Mergers and the other transactions contemplated by the Merger Agreement (collectively, the \"Transactions\") were consummated.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/0001104659-26-068666-index.htm"}},{"accession":"0001104659-26-068519","ticker":"FDX","company_name":"FEDEX CORP","filed_at":"2026-06-01T10:42:52+00:00","headline":"FedEx completes spin-off of FedEx Freight; 80.1% distributed to FDX stockholders","event_type":"m_and_a","sec_items":["1.01","2.01","5.02","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: executive_change, ma_transaction","same SEC item: 2.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068519","json":"https://secwatch.observer/filing/0001104659-26-068519.json","markdown":"https://secwatch.observer/filing/0001104659-26-068519.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/0001104659-26-068519-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/tm2616055d1_8k.htm"},"side_by_side_evidence":{"fact_type":"executive_change","source_excerpt":"In addition, at the Second Merger Effective Time, Scott A. Cox, Chief Executive Officer, ceased serving in such positions.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1490054/000121390024041962/0001213900-24-041962-index.htm","comparable_excerpt":"John A. Smith resigned from his position as Chief Operating Officer, United States and Canada of FedEx, effective as of immediately prior to the Effective Time to become the President and Chief Executive Officer of FedEx Freight.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/0001104659-26-068519-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}