SensaSure Technologies : Certificate of Incorporation/Bylaws - Form 8-K

Item 2.01. Completion of Acquisition or Disposition of Assets.

The merger (the "Merger") of Formation Minerals, Inc., a Nevada corporation and wholly owned subsidiary of SSTC ("Merger Sub"), with and into Verde Bio Holdings, Inc., a Nevada corporation ("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 us, Verde and Merger Sub, was consummated and became effective at 4:15 p.m., Eastern time, on May 9, 2024 (the "Effective Time") pursuant to Articles of Merger filed with the Nevada Secretary of State. At the Effective Time, the separate existence of Merger Sub ceased and Verde changed its name to "Formation Minerals, Inc.".

Pursuant to the Merger Agreement, at the Effective Time (1) each holder of common stock, par value $0.001 per share, of Verde ("Verde Common Stock") became entitled to receive, for every approximately 300.47 shares of Verde Common Stock, one share of common stock, par value $0.01 per share, of SSTC ("SSTC Common Stock"), (2) each holder of Series A preferred stock, par value $0.001 per share, of Verde ("Verde Series A Preferred Stock") became entitled to receive, for every approximately 300.47 shares of Verde Series A Preferred Stock, one share of Class A preferred stock, par value $0.01 per share, of SSTC ("SSTC Class A Preferred Stock"), and (3) each holder of Series C preferred stock, par value $0.001 per share, of Verde ("Verde Series C Preferred Stock") became entitled to receive, for every 0.15 shares of Verde Series C Preferred Stock, one share of Class B preferred stock, par value $0.01 per share, of SSTC ("SSTC Class B Preferred Stock"). No fraction of a share of SSTC Common Stock, SSTC Class A Preferred Stock or SSTC Class B Preferred Stock will be issued by virtue of the Merger, and each person who would otherwise be entitled to a fraction of a share of SSTC Common Stock, SSTC Class A Preferred Stock or SSTC Class B Preferred Stock (after aggregating all fractional shares of SSTC Common Stock, SSTC Class A Preferred Stock and SSTC Class B Preferred Stock that otherwise would be received by such holder) shall instead have the number of shares of SSTC Common Stock, SSTC Class A Preferred Stock and SSTC Class B Preferred Stock issued to such person rounded up in the aggregate to the nearest whole share of SSTC Common Stock, SSTC Class A Preferred Stock or SSTC Class B Preferred Stock.

Pursuant to the Merger Agreement, at the Effective Time, SSTC assumed all of Verde's obligations under Verde's common stock purchase warrant issued on January 27, 2022 (the "Verde Warrant") and issued and delivered to the Verde Warrant holder, in exchange for the Verde Warrant, a common stock purchase warrant to purchase up to 210,195 shares of SSTC Common Stock, at an exercise price of $0.75 per share and expires on January 27, 2027 (the "SSTC Warrant"). The SSTC Warrant is subject to a beneficial ownership limitation of 4.99% of the number of shares of SSTC Common Stock outstanding immediately after giving effect to the issuance of shares of SSTC Common Stock issuable upon exercise of the SSTC Warrant.

The issuances of the shares of SSTC Common Stock, SSTC Class A Preferred Stock and SSTC Class B Preferred Stock as consideration in the Merger, the SSTC Warrant and the shares of SSTC Common Stock issuable upon conversion of the SSTC Warrant as described above were registered under the Securities Act pursuant to the Registration Statement on Form S-4, as amended (File No. 333-277649), filed by us with the United States Securities and Exchange Commission (the "SEC"), and declared effective on April 10, 2024, which included a preliminary joint proxy statement/prospectus with respect to the Merger and related transactions, a definitive version of which dated April 8, 2024 was also filed with the SEC (the "Joint Proxy Statement/Prospectus").

Also in connection with the Merger, effective immediately following the Effective Time: (i) pursuant to the Merger Agreement and the side letter dated as of February 6, 2024 (the "Side Letter Agreement") by and among the Company, Verde and Spartan Capital Securities, LLC, a New York limited liability company ("Spartan"), the Company issued to Spartan 5,000,000 shares of SSTC Common Stock in consideration of services Spartan provided to Verde; and (ii) pursuant to the Merger Agreement, the Company issued to Li Sze Tang 23,110,000 shares of SSTC Common Stock in consideration of services provided to SSTC as an advisor in connection with the Merger and the other transactions contemplated in the Merger Agreement (collectively, the "Advisor Shares"). The Advisor Shares were issued and sold in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act").