Each one in plain English, with the numbers worked through for a shareholder.
15 Dec 2023business combination● NeutralMajor
On December 11, 2023, Sensasure and its subsidiary Formation Minerals Inc. (the merger vehicle) signed a merger agreement with Verde Bio Holdings, the company it had contracted with in October. Verde would merge into Formation Minerals, and Verde's shareholders would receive Sensasure shares at exchange ratios set in the agreement (the excerpt does not give them). Closing depends on conditions including Verde shareholder approval, SEC effectiveness of the proxy/registration statement, issuing 23,110,000 restricted shares to an advisor, a charter amendment adding authorized shares and blank-check preferred, and Nasdaq listing approval. The board after closing would have up to five members, at least two chosen by Verde. This follows from the October contractor agreement and the shift to energy.
Sensasure said its business of commercializing exhale breath technology patents is no longer feasible given its financial condition, citing difficulty raising capital, the cost of maintaining the patents and delays finding commercialization partners. It plans to start an energy and energy-related business segment effective October 31, 2023, and to wind up its Swedish subsidiary Sensabues AB. On October 30, 2023 it signed a three-month contractor agreement with Verde Bio Holdings, Inc. to study feasibility and build commercial relationships in energy, for $100,000 in cash or the equivalent in restricted shares.
The filing is under the name SensaSure Technologies, Inc. (the company later known as Formation Minerals). Its auditor SRCO, C.P.A. resigned effective June 13, 2023, and the board appointed Fruci & Associates II, PLLC the same day. SRCO's reports for fiscal 2021 and 2022 were not adverse or qualified, and the filing reports no disagreements. The company also moved its stated address to 4730 S. Fort Apache Rd., Suite 300, Las Vegas, NV, because the board thought a Nevada address was more appropriate.
