--- 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" generated_at: "2026-06-02T02:13:48.000652+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Verde Bio completes merger with SensaSure; new entity Formation Minerals ## Summary - 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. ## SEC filing metadata - 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 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 2.01, 3.03, 5.01, 5.02, 5.03, 5.07, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-24-041962 - JSON: https://secwatch.observer/filing/0001213900-24-041962.json - Plain text: https://secwatch.observer/filing/0001213900-24-041962.txt ## Key facts - Executive change Scott A. Cox departed as Chief Executive Officer at VERDE BIO HOLDINGS, INC.. - Action: ceased serving - Role: Chief Executive Officer source text: In addition, at the Second Merger Effective Time, Scott A. Cox, Chief Executive Officer, ceased serving in such positions. evidence_url: https://www.sec.gov/Archives/edgar/data/1490054/000121390024041962/0001213900-24-041962-index.htm - Governance Changes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1490054/000121390024041962/0001213900-24-041962-index.htm - Governance Changes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1490054/000121390024041962/0001213900-24-041962-index.htm - M&A Transactions 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1490054/000121390024041962/0001213900-24-041962-index.htm - Shareholder Votes 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 source text: The voting results for the Merger Proposal are as follows: For Against Abstain 5,334,612,883 20,370,010 365,853 evidence_url: https://www.sec.gov/Archives/edgar/data/1490054/000121390024041962/0001213900-24-041962-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.