LanzaTech Global, Inc 8-K, filed Jan 22, 2025
LanzaTech Global, Inc. (LNZA)
8-K
2025-01-22
For: 2025-01-21
View Original
Added on
April 10, 2026
About this 8-K
LanzaTech Global, Inc filed this 8-K on January 22, 2025, reporting on events of January 21, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 21, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(847 ) 324-2400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||||||||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ||||
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On January 21, 2025, Geoff Trukenbrod, Chief Financial Officer of LanzaTech Global, Inc. (the “Company”), resigned from the Company effective immediately, and the Company’s Board of Directors (the “Board”) appointed Justin D. Pugh, to serve as interim Chief Financial Officer commencing January 21, 2025. Mr. Trukenbrod’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Mr. Pugh, age 43, has been a Senior Managing Director with FTI Consulting, Inc., a global consulting firm (“FTI”), since 2017. Mr. Pugh earned a bachelor’s degree in finance from Louisiana Tech University, a master’s degree in finance and mathematics from Louisiana State University and an MBA from the University of Rochester. He is a chartered financial analyst and certified public accountant.
There are no arrangements or understandings between Mr. Pugh and any other person pursuant to which Mr. Pugh was appointed as the interim Chief Financial Officer. Mr. Pugh does not have any family relationship with any director or other executive officer of the Company, and There have been no transactions, and no transactions are currently proposed, in which the Company was or is to be a participant and in which Mr. Pugh or any member of his immediate family had or will have any interest that is required to be disclosed by Item 404(a) of Regulation S-K. The appointment of Mr. Pugh is pursuant to the terms of an engagement letter effective January 8, 2025 between the Company and FTI. Mr. Pugh will continue to be employed by FTI and will not receive any compensation directly from the Company.
Item 8.01 Other Events.
On January 21, 2025, the Company issued a press release announcing its planned formation of LanzaX, a newly named business unit dedicated to its wholly owned synthetic biology platform, which the Company intends to spin out from its core biorefining business.
A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 21, 2025
| LANZATECH GLOBAL, INC. | ||||||||
| By: | /s/ Joseph Blasko | |||||||
| Name: | Joseph Blasko | |||||||
| Title: | General Counsel and Corporate Secretary | |||||||
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LanzaTech to Form New Joint Venture and Launch Spin-Out of LanzaX Business, and Appoints Interim CFO of LanzaTech Announces intent to spin out and form a growth-oriented joint venture for LanzaX, the Company’s differentiated synthetic biology platform, with Tharsis Capital joining as new LanzaX strategic partner to accelerate financing for the synbio development pipeline Appoints new Interim Chief Financial Officer of LanzaTech to streamline biorefining platform growth priorities and heighten focus on cost reductions CHICAGO, January 21, 2025 – LanzaTech Global, Inc. (NASDAQ: LNZA) (“LanzaTech” or “the Company”), the carbon recycling company transforming waste carbon into sustainable fuels, chemicals, materials, and protein, today announced its intent to form LanzaX, a business unit dedicated to its wholly-owned synthetic biology platform. LanzaTech intends to spin out LanzaX from its core biorefining business as a joint venture with Tharsis Capital LLC (“Tharsis Capital”) in the coming months. The Company also announced the appointment of Mr. Justin Pugh as Interim Chief Financial Officer of LanzaTech, who will succeed Mr. Geoff Trukenbrod, effective immediately. LanzaTech Strategic Joint Venture and Launch of LanzaX Spin-Out The formation and proposed spin-out of LanzaX, which is comprised of the Company’s proprietary synthetic biology and strain engineering (“synbio”) platform and associated employees, is a strategic move that aims to accelerate project development, while enabling a sharper focus on the growth priorities of the Company’s core biorefining operations, including its Sustainable Aviation Fuels (SAF) projects. In connection with its formation of LanzaX, LanzaTech has entered into an agreement with Tharsis Capital, a New York-based impact venture capital and advisory firm focused on sustainability, including a specialization related to bioenergy, biomaterials, and chemicals, to assist the Company on the proposed spin-out of LanzaX and to help explore potential investment opportunities for this business unit. The strategic spin-out will better enable LanzaX to access the necessary capital to accelerate the development of its robust pipeline of existing projects, including initiatives with acetone, isopropanol, and high-value specialty products, with customers spanning global firms, leading brands, and universities. LanzaTech will contribute a number of existing synbio contracts and a portfolio of over 100 demonstrated molecules to LanzaX, which will in turn leverage LanzaTech’s proven commercial expertise in scaling ethanol production to scale new molecules quickly. By its very nature, the production of new
molecules using biology will also enable the utilization of existing commercially operating facilities, further accelerating the path to scale for these new chemicals. In addition to augmenting LanzaTech’s gas fermentation capabilities with the LanzaX spin- out, the Company expects to reduce its cost structure by approximately $8 million annually, primarily related to the transfer of over 30 full-time employees to LanzaX. With the spin-out expected to be completed during 2025, LanzaTech expects to realize a portion of this benefit during 2025, with the full run-rate benefit being realized during 2026 and beyond. “Today’s announcement reflects a strategic step in the ongoing evolution of LanzaTech,” said Dr. Jennifer Holmgren, Chair and Chief Executive Officer. “We are thrilled to welcome Tharsis Capital as our newest strategic partner, recognizing their strong belief in our vision and ambitions within the synbio landscape. We expect this collaboration to amplify our progress by leveraging shared goals and resources to foster significant advancements in sustainable chemical production. By directing new capital and expertise into our synbio division, we are not only driving its growth but also fortifying the financial and operational foundation of our core biorefining operations.” “The creation of LanzaX sets the stage for a transformational biomanufacturing platform that will leverage dedicated resources in order to fast track the development of an existing portfolio of near-commercial molecules in biochemicals, biomaterials, and a broad range of chemical specialties”, said Henri Arif, Managing Partner of Tharsis Capital. “The global footprint of gas fermentation assets deployed by LanzaTech at full commercial scale, combined with its world-leading team of synthetic biology experts joining LanzaX, will create a commercial launchpad that we believe will set a new benchmark in sustainable chemicals. We are delighted to join forces with LanzaTech in making LanzaX a global leader in biochemistry.” LanzaTech Appoints Interim Chief Financial Officer Alongside the LanzaX spin-out, LanzaTech also appointed Mr. Justin Pugh as its new Interim Chief Financial Officer. Mr. Pugh’s initial priorities will focus on implementing strategic cost reductions and reallocating resources to effectively harness the significant and growing momentum of ethanol as a critical feedstock for SAF production. With extensive skills in public company finance, strategy, accounting, treasury, and risk management, Mr. Pugh has more than 15 years of experience in providing strategic, operational, and financial solutions to enterprises and their related stakeholders. He has served as an interim CFO and has been part of a CFO transition team for three separate renewables companies. Most recently, Justin served with the Power, Renewables, and Energy Transition team at FTI Capital Advisors. Mr. Pugh holds a Chartered Financial Analyst (“CFA”) designation, a Certified Public Accountant (“CPA”) designation in the state
of Illinois, and the Accredited in Business Valuation (“ABV”) designation from the American Institute of Certified Public Accountants (“AICPA”). Dr. Holmgren added, “We believe Justin will play a key role in supporting the execution and refinement of our strategy as we heighten our focus on right-sizing our cost structure, deploying our commercialized technology globally, and ultimately accelerating our path to profitable operations with a sharper focus. We look forward to working together as we execute our long-term growth strategy and build a strong financial foundation to support the significant growth ahead for us.” Dr. Holmgren concluded, “I would like to sincerely thank Geoff for his valued service over the past four years and wish him much success with his future pursuits.” LanzaTech has initiated a search for a permanent CFO of the Company. About LanzaTech LanzaTech Global, Inc. (NASDAQ: LNZA) is the carbon recycling company transforming waste carbon into sustainable fuels, chemicals, materials, and protein for everyday products. Using its bio-recycling technology, LanzaTech captures carbon generated by energy-intensive industries at the source, preventing it from being emitted into the air. LanzaTech then gives that captured carbon a new life as a clean replacement for virgin fossil carbon in everything from household cleaners and clothing fibers to packaging and fuels. By partnering with companies across the global supply chain like ArcelorMittal, Coty, Craghoppers, REI, and LanzaJet, LanzaTech is paving the way for a circular carbon economy. For more information about LanzaTech, visit https://lanzatech.com. About Tharsis Capital Tharsis Capital LLC is a venture capital and advisory firm specializing in impact-driven and sustainable investments. Since its inception in 2014, Tharsis Capital has helped raise a total of close to $500 million. Henri Arif founder and managing partner of Tharsis Capital, and has advised on notable transactions in biomaterials companies. Henri’s expertise in deal sourcing, execution, and guiding innovative businesses has established him as a trusted partner to institutional investors, family offices, and management teams within the biomaterials industry. Forward Looking Statements This press release includes forward-looking statements regarding, among other things, the plans, strategies, and prospects, both business and financial, of LanzaTech. These statements are based on the beliefs, assumptions, projections and conclusions of LanzaTech’s management. Forward-looking statements are inherently subject to risks, uncertainties and assumptions, many of which are outside LanzaTech’s control, that could
cause actual results or outcomes to differ materially from those discussed in the forward- looking statements. LanzaTech cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are not guarantees of future performance, conditions or results, and you should not rely on forward-looking statements. Generally, statements that are not historical facts, including those concerning possible or assumed future actions, business strategies, events or results of operations, are forward- looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: timing delays in the advancement of projects to the final investment decision stage or into construction; failure by customers to adopt new technologies and platforms; fluctuations in the availability and cost of feedstocks and other process inputs; the availability and continuation of government funding and support; broader economic conditions, including inflation, interest rates, supply chain disruptions, employment conditions, and competitive pressures; unforeseen technical, regulatory, or commercial challenges in scaling proprietary technologies, business functions or operational disruptions; and other economic, business, or competitive factors, and other risks and uncertainties, including the risk factors and other information contained in LanzaTech’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, as well as other existing and future filings with the U.S. Securities and Exchange Commission. Any forward-looking statement herein is based only on information currently available to LanzaTech and speaks only as of the date on which it is made. LanzaTech undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. LanzaTech Global, Inc. Investor Relations Kate Walsh VP, Investor Relations & Tax Investor.Relations@lanzatech.com Media Relations Kit McDonnell Director of Communications press@lanzatech.com
Accelerating the path to scale and commercialization of globally sought-after synthetic biology strains LanzaX Nasdaq: LNZA Dedicated Strain Innovation +
This presentation includes forward-looking statements regarding, among other things, the plans, strategies, and prospects, both business and financial, of LanzaTech. These statements are based on the beliefs, assumptions, projections and conclusions of LanzaTech’s management. Forward-looking statements are inherently subject to risks, uncertainties and assumptions, many of which are outside LanzaTech’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. LanzaTech cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are not guarantees of future performance, conditions or results, and you should not rely on forward-looking statements. Generally, statements that are not historical facts, including those concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our ability to scale and develop the LanzaX business to the maturity and levels of efficiency required to realize returns, or to receive the required government and regulatory approvals for the marketing and sale of LanzaX; timing delays in the advancement of projects to the final investment decision stage or into construction; failure by customers to adopt new technologies and platforms; fluctuations in the availability and cost of waste feedstocks and other process inputs; the availability and continuation of government funding and support; broader economic conditions, including inflation, interest rates, supply chain disruptions, employment conditions, and competitive pressures; unforeseen technical, regulatory, or commercial challenges in scaling proprietary technologies, business functions or operational disruptions; and other economic, business, or competitive factors, and other risks and uncertainties, including the risk factors and other information contained in LanzaTech’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, as well as other existing and future filings with the U.S. Securities and Exchange Commission. Any forward-looking statement herein is based only on information currently available to LanzaTech and speaks only as of the date on which it is made. LanzaTech undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. This presentation may include data obtained from third-party studies that the company has not independently verified. Forward-looking information obtained from these sources is subject to the same qualification and the additional uncertainties regarding the other forward- looking statements in this presentation. The use or display of third parties’ trademarks, service marks, trade name or products in this presentation, if any, is not intended to, and does not imply, a relationship with us, or an endorsement or sponsorship by or of LanzaTech. The trademarks, service marks and trade names referred to in this presentation may or may not appear with the TM or SM symbols, but such references or the absence of such references are not intended to indicate, in any way, that LanzaTech or any third party will not assert, to the fullest extent permitted under applicable law, their rights in respect thereof. DISCLAIMER
3 and other shareholders 50 % Tharsis Capital and other shareholders to contribute cash sufficient for the joint venture to reach profitability; Tharsis Capital brings deep experience in chemicals and sustainable technology sectors and will be a valued collaborative partner LanzaTech contributes license to synthetic biology and strain engineering (synbio) related intellectual property (IP), staff, and capabilities and a roster of joint development agreements and contract research projects LanzaX Joint Venture 50 % LanzaX LanzaTech intends to spin out its synthetic biology and strain engineering platform into a growth-oriented joint venture to access capital needed to accelerate its existing development pipeline of projects, including acetone, isopropanol, and high-value specialty products A Commercial Launchpad for Sustainable Chemical Production
LanzaX is designed to take the reins on existing and future research and development projects, enabling LanzaTech to focus on high-impact commercial growth priorities of its core biorefining platform, including increasing opportunities in sustainable aviation fuel production (SAF) 4 Symbiotic Relationship with LanzaTech Joint Venture LanzaX LanzaTech to contribute existing contracts with global firms, leading brands, government agencies, and universities, along with over 100 demonstrated molecules LanzaX to leverage proven commercial expertise of LanzaTech in scaling ethanol production to scale new molecules quickly LanzaX LanzaX to specialize in the design, development, optimization, and validation of gas fermentation strains Focused expertise in strain innovation designed to expand LanzaTech’s gas fermentation capabilities and industry sector reach Ability to leverage LanzaTech’s existing bioreactors to accelerate path to commercialization Strain Innovation by LanzaX to Drive LanzaTech’s Gas Fermentation Capabilities to New Heights
5 Compelling Total Addressable Market Spanning Multiple VerticalsLanzaX P ro d u ct V al u e Market Size $200M $50B $500/MT $5,000/MT Packaging Rubber Solvents Fragrances Specialty Chemicals LanzaX has the potential to be a transformational biomanufacturing platform that leverages dedicated capital and a team with deep expertise to fast track the development of an existing portfolio of near-commercial molecules in biochemicals, biomaterials, and a broad range of chemical specialties, that access numerous sizable industries looking for the types of strain innovation LanzaX offers
Value proposition: Value creation from product sales while reducing emissions LanzaX *JDA- Joint Development Agreements Revenue Model – Driving Profitable Growth Delivers Research and New Microbes Unique Strain Innovation $ $ CUSTOMERS Global brands, Government Agencies, and Universities LanzaX JDA* and Contract Research Off-Take Microbe Product Sales Off-take with minimal capital outlay: Leveraging existing LanzaTech expertise and infrastructure Accelerated Project Development: Leverage existing flexible microbe strains to tailor to specific customer needs Value proposition: Provide specialized research and microbe off-takes Commercial Production CUSTOMERS Industrial partners, heavy industry Revenue Streams ✓ Project revenue ✓ Product sales ✓ Licensing revenue ✓ Profit-sharing in facility results ✓ Operating and managing facilities Product sale revenue: Through increasingly higher-value products Driving product demand: Through product diversification $ LanzaX creates value for LanzaTech via: Biorefining facilities that license LanzaTech biorefining technology
7 Competitive EdgeLanzaX Uniquely Positioned Over Competitors Most advanced synthetic biology platform for C1 microbes and partnership with LanzaTech provides powerful path to scale Capabilities: Service Model Organism Portfolio Biofoundry Gas Handling Scale Up C1 Microbes Sugar Microbes FungiYes Yes Proven path to commercial scale through LanzaTech LanzaX No dedicated internal scale-up No Sugar Microbes Fungi No C1 Microbes Organism Companies, e.g. Biomanufacturing Companies, e.g. Gas Fermentation Companies, e.g. Yes Yes No Yes Yes Yes Yes No No No
8 CapabilitiesLanzaX ✓ Leading synthetic biology platform for C1 microbes ✓ State-of-the art strain modeling, AI, and synthetic biology capabilities across full design-build-test-learn cycle ✓ Building on 15+ years of genetic tool development and optimization of continuous, gas fermentation organisms ✓ World-first biofoundry for automated strain engineering of gas fermentation organisms ✓ Comprehensive gas fermentation knowledge base
9 TeamLanzaX Projected annual cost reduction of ~$8 million to LanzaTech, primarily driven by employee transfer to LanzaX CEO Strain Design & Modeling Strain Validation & Fermentation Commercialization & Business Development Science & Innovation Advisors Support Functions ▪ LanzaTech to transfer over 30 talented and experienced employees to LanzaX: → Aggregate years of experience: 250+ → Number of doctorates: 10+ PhD (Molecular Biology, Microbiology, Biotechnology, Bioengineering, Chemical Engineering, Computational Biology) → Number of publications: 200+ → Number of patents: 600+ Search to commence for new CEO of LanzaX
Investor contact: Kate Walsh VP Investor Relations Kate.Walsh@lanzatech.com