LanzaTech Global, Inc 8-K, filed Aug 15, 2025
LanzaTech Global, Inc. (LNZA)
8-K
2025-08-15
For: 2025-08-13
View Original
Added on
April 10, 2026
About this 8-K
LanzaTech Global, Inc filed this 8-K on August 15, 2025, reporting on events of August 13, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
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): August 13, 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Company’s Townhall meeting on August 13, 2025, LanzaTech Global, Inc. (the “Company”) announced that Aura Cuellar will step down from her role as the Company’s President, with the effective date of Ms. Cuellar’s departure to be determined. Ms. Cuellar’s departure is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board of Directors of the Company and the Company wish to thank Ms. Cuellar for her dedicated service to the Company.
Item 8.01. Other Events.
On August 15, 2025, the Company issued a press release announcing that it will implement a 1-for-100 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding common stock (the “Common Stock”), effective on August 18, 2025 at 5:00 p.m. Eastern Time (the “Reverse Split Effective Time”). The Company also announced that, immediately prior to the Reverse Split Effective Time, it will decrease the par value of the Common Stock from $0.0001 to $0.0000001 per share (the “Par Value Change”) and increase the number of authorized shares of Common Stock from 600,000,000 to 2,580,000,000 (the “Authorized Share Increase”) (which number of authorized shares of Common Stock will be proportionately decreased to 25,800,000 at the Reverse Split Effective Time). As previously disclosed on July 29, 2025, the Reverse Stock Split, Par Value Change, and Authorized Share Increase were approved by the Company’s stockholders at the Company’s 2025 Annual Meeting of Stockholders held on July 28, 2025.
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||||||||||||
| 99.1 | ||||||||||||||
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.
| LANZATECH GLOBAL, INC. | |||||||||||
Dated: August 15, 2025 | By: | /s/ Amanda Koenig Fuisz | |||||||||
| Name: | Amanda Koenig Fuisz | ||||||||||
| Title: | Interim General Counsel | ||||||||||
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LanzaTech Announces Reverse Stock Split as Part of Nasdaq Compliance Plan CHICAGO, August 15, 2025 — LanzaTech Global, Inc. (“LanzaTech” or the “Company”) (NASDAQ: LNZA), a leading carbon capture and transformation company, today announced that it will implement a 1-for-100 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding common stock (the “Common Stock”), effective August 18, 2025 at 5:00 p.m. Eastern Time. Immediately prior to effecting the Reverse Stock Split, LanzaTech will decrease the par value of the Common Stock from $0.0001 to $0.0000001 per share (the “Par Value Change”) and increase the number of authorized shares of Common Stock from 600,000,000 to 2,580,000,000 (the “Authorized Share Increase”). At the effective time of the Reverse Stock Split, the number of authorized shares of Common Stock will be proportionately decreased to 25,800,000. The Reverse Stock Split, Par Value Change, and Authorized Share Increase were approved by stockholders at LanzaTech's 2025 Annual Meeting of Stockholders held on July 28, 2025. The primary objective of the Reverse Stock Split is to regain compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market. LanzaTech expects its Common Stock will begin trading on a post-split basis at market open on August 19, 2025, and continue to be traded under the symbol “LNZA” with the new CUSIP number 51655R200. Upon effectiveness of the Reverse Stock Split, every 100 shares of issued and outstanding Common Stock will be automatically reclassified and combined into 1 share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share at the registered holder and participant level with The Depository Trust Company. Proportionate adjustments will be made to the number of shares of Common Stock underlying the Company’s outstanding equity awards and warrants. With respect to the Company’s public warrants, every 100 shares of Common Stock that may be purchased pursuant to the exercise of warrants prior to the effective time represent one share of Common Stock that may be purchased pursuant to such warrants following the effective time. The exercise price for each warrant following the effective time equals the product of one hundred multiplied by the exercise price prior to the effective time. The CUSIP number for the Company’s public warrants will not change. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the rounding of shares to the nearest whole share in lieu of issuing fractional shares). The Company’s transfer agent, Continental Stock Transfer & Trust Company, is acting as the exchange agent for the Reverse Stock Split. Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders that
hold shares of Common Stock with a broker, bank or other holder of record, should contact their holder of record with any questions in this regard. About LanzaTech LanzaTech Global, Inc. (NASDAQ: LNZA) is the carbon recycling company transforming waste carbon into sustainable fuels, chemicals, materials, and protein. Using its biorecycling 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. For more information about LanzaTech, please visit https://lanzatech.com. Forward-looking Statements This press release includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of the Company. These statements are based on the beliefs and assumptions of the Company’s management. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward- looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements 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. The forward-looking statements are based on projections prepared by, and are the responsibility of, the Company’s management. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements, including the Company's ability to continue to operate as a going concern. The Company may be adversely affected by other economic, business, or competitive factors, and other risks and uncertainties, including those described under the header “Risk Factors” in its Form 10-K for the year ended December 31, 2024, its Form 10-Q for the quarter ended March 31, 2025 and in future SEC filings. New risk factors that may affect actual results or outcomes emerge from time to time and it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company 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.
Investor Relations Contact Omar El-Sharkawy Investor.Relations@lanzatech.com