VBHI - SensaSure Technologies and Verde Bio Holdings Provide Update on Pending Merger | Benzinga
Registration Statement on Form S-4 Declared Effective by the Securities and Exchange Commission
Special Meeting of SensaSure and Verde Stockholders to be held on May 9, 2024
Merger Expected to Close by the end of May 2024
LAS VEGAS, April 24, 2024 (GLOBE NEWSWIRE) -- SensaSure Technologies, Inc. (OTCQB:SSTC) ("SensaSure") and Verde Bio Holdings, Inc. (OTC:VBHI) ("Verde" or the "Company"), a growing oil and gas company with a focus on the acquisition and management of oil and gas minerals and royalties, today provided an update on the pending merger (the "Merger") of Formation Minerals, Inc., a wholly owned subsidiary of SensaSure ("Merger Sub"), with and into Verde, with Verde continuing as the surviving entity and a wholly owned subsidiary of SensaSure, pursuant to an agreement and plan of merger, dated as of December 11, 2023 and amended as of February 8, 2024 (the "Merger Agreement"). On April 10, 2024, the Securities and Exchange Commission ("SEC") declared effective the Registration Statement on Form S-4, as amended, filed by SensaSure, which includes a joint proxy statement/prospectus with respect to the shares of SensaSure capital stock to be issued to Verde stockholders in the Merger and the special meetings of SensaSure and Verde stockholders to approve various matters in connection with the Merger (the "Proxy Statement/Prospectus").
SensaSure and Verde will each hold a special meeting of stockholders at the offices of Sullivan & Worcester LLP at 1633 Broadway, New York, New York 10019, on May 9, 2024 at 10:00 a.m. and 11:00 a.m., Eastern Time, respectively, for their respective stockholders of record as of April 1, 2024 to approve various matters in connection with the Merger, and have each mailed a copy of the Proxy Statement/Prospectus to their stockholders as of such record date.
The Merger Agreement contains certain closing conditions customary for transactions similar to the Merger, which have been satisfied or waived, or which the parties expect to be satisfied or waived shortly after the special meetings, including the approval of the Merger Agreement by Verde stockholders. The Merger is expected to close by May 31, 2024 or as soon as practicable following such meetings, assuming the receipt of the requisite stockholder approvals. Following the closing of the Merger, SensaSure expects to merge Verde with and into itself and change its name to "Formation Minerals, Inc." and expects that its shares of common stock will continue to trade on the OTCBB.
SensaSure and Verde stockholders are urged to read the Proxy Statement/Prospectus, including, among other things, the reasons for the unanimous recommendation by each company's board of directors that all stockholders vote "FOR" ALL PROPOSALS included in the Proxy Statement/Prospectus in advance of the special meetings by telephone, via the Internet or by signing, dating and returning the applicable proxy card upon receipt by following the instructions on the proxy card. If you are a SensaSure stockholder and have any questions or need assistance voting, please contact SensaSure by telephone at (347) 325-4677or by email at info@pcgadvisory.com. If you are a Verde stockholder and have any questions or need assistance voting, please contact Verde by telephone at (972) 217-4080 or by email at info@pcgadvisory.com. SensaSure or Verde stockholders can also contact Broadridge Financial Solutions, Inc. to request additional copies of the Proxy Statement/Prospectus or the proxy cards or voting instruction forms, as applicable, at: (800) 579-1639. If you are a stockholder of SensaSure or Verde and would like to request documents, please do so by May 2, 2024, to receive them before the special meetings. Stockholders whose shares are held of record by a broker, bank, or other ...