DEFA14A: LanzaTech Global Seeks Shareholder Approval for Reverse Stock Split and Massive Share Increase Ahead of 2025 Annual Meeting
Summary
- LanzaTech Global, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on July 28, 2025, at 2:00 p.m. Central Daylight Time.
- Shareholders will vote on the election of two Class II directors to serve until the 2028 Annual Meeting.
- The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year ending December 31, 2025, is up for ratification.
- An advisory (non-binding) vote on the compensation of named executive officers will be conducted.
- A proposal to amend the Certificate of Incorporation to increase the number of authorized shares of common stock from 600,000,000 to 2,580,000,000 (total capital stock from 620,000,000 to 2,600,000,000) will be voted upon.
- Shareholders will consider an amendment to effect a 100-for-1 reverse stock split of the common stock, which would proportionately decrease the authorized number of shares if implemented.
- A proposal to permit stockholders to act by written consent is also on the agenda.
- An amendment to decrease the par value of the common stock from $0.0001 to $0.0000001 will be voted on.
- Approval is sought for purposes of Nasdaq Listing Rule 5635(b) regarding any change of control resulting from the conversion of Series A Convertible Senior Preferred Stock, exercise of a warrant to purchase 780,000,000 shares, and in connection with a Financing.
- Approval is also sought for purposes of Nasdaq Listing Rule 5635(d) for the ability to issue common stock upon conversion of Preferred Stock, exercise of the Warrant, and in connection with a Financing, where such shares could exceed 19.9% of outstanding shares.
- The Board of Directors recommends a vote FOR all nominees under Proposal 1, and FOR Proposals 2 through 10.
- Proxy materials, including the Annual Report on Form 10-K for the year ended December 31, 2024, are available for review online.
Sentiment
Score: 3
Explanation: The sentiment is negative due to the implications of the proposed reverse stock split, which often signals a struggling stock price, and the massive increase in authorized shares, which strongly indicates significant future dilution for existing shareholders through potential capital raises or warrant exercises. While these actions might be necessary for the company's long-term viability, they are generally unfavorable for current equity holders in the short to medium term.
Negatives
- The proposed 100-for-1 reverse stock split often indicates a company's stock price is low, potentially to avoid delisting or to make the stock more attractive to institutional investors, which can be a negative signal about underlying performance.
- The significant increase in authorized common stock from 600,000,000 to 2,580,000,000, coupled with Nasdaq rule approvals for large issuances, suggests a high potential for substantial future dilution for existing shareholders.
- The approval for issuing shares exceeding 19.9% of outstanding shares (Nasdaq Listing Rule 5635(d)) explicitly allows for significant dilution without further shareholder approval for specific transactions.
Risks
- Significant dilution risk for current shareholders if the increased authorized shares are issued, especially in connection with the Preferred Stock conversion, Warrant exercise, and future Financing.
- The reverse stock split may not achieve its intended effect of increasing stock price stability or investor interest, and the stock price could decline again post-split.
- Failure to approve key proposals, particularly the reverse stock split and increased authorized shares, could limit the company's financial flexibility or lead to delisting from Nasdaq if the stock price remains low.
- Potential negative market perception due to the necessity of a reverse stock split and large share authorization, which can signal financial distress or a need for substantial capital.
Future Outlook
The proposals indicate LanzaTech Global is preparing for significant corporate actions, including potential capital raising through equity issuance and managing its stock price, suggesting a strategic focus on financial flexibility and market positioning for future growth or stability.
Management Comments
- "The Board of Directors recommends a vote FOR all nominees under Proposal 1, and FOR Proposals 2 – 10."
Industry Context
Reverse stock splits and significant increases in authorized shares are common corporate actions, often undertaken by companies seeking to maintain compliance with exchange listing requirements, improve stock liquidity, or prepare for future capital raises. These actions are particularly prevalent in growth-oriented or early-stage companies that may require substantial funding or whose stock price has experienced volatility.
Stakeholder Impact
- Shareholders: Potential for significant dilution due to the increase in authorized shares and approvals for large equity issuances. The reverse stock split will reduce the number of shares held but increase the per-share price, with no change to total value initially, but can be a negative signal.
- Management: The advisory vote on executive compensation allows shareholders to express their views on management's pay. The election of directors impacts board composition and oversight.
Next Steps
- Shareholders are encouraged to review proxy materials and vote their shares online or by proxy card.
- The Annual Meeting will be held virtually on July 28, 2025, where shareholders will vote on the proposed amendments and elections.
- If approved, the company will proceed with the implementation of the reverse stock split, increased authorized shares, and other corporate governance changes.
Key Dates
- 2025-07-14: Deadline to request a paper or e-mail copy of proxy materials to facilitate timely delivery.
- 2025-07-28: Date of the 2025 Annual Meeting of Stockholders, to be held virtually at 2:00 p.m. Central Daylight Time.
- 2025-12-31: End of the fiscal year for which Deloitte & Touche LLP is proposed as the independent registered public accounting firm.
Keywords
Filings with Classifications
Management Change
- The explicit statement that the Chief Accounting Officer's resignation was not due to any disagreement with the company on financial reporting, operations, policies, or practices is a positive indicator, suggesting a smooth and amicable transition rather than a contentious departure.
- The immediate assumption of the principal accounting officer role by the existing Chief Financial Officer demonstrates a clear and efficient succession plan, minimizing potential disruption.
Proxy Statement
- The proposal to increase authorized common stock from 600,000,000 to 2,580,000,000 provides the company with significantly more shares to issue for future capital raises.
- The request for approval under Nasdaq Listing Rule 5635(b) and (d) explicitly mentions the issuance of shares upon conversion of Series A Convertible Senior Preferred Stock, the exercise of a warrant to purchase 780,000,000 shares, and in connection with a 'Financing,' all of which are mechanisms for raising capital or significant equity transactions.
Proxy Statement
- The proposed 100-for-1 reverse stock split is typically a measure taken by companies with a low stock price, often to avoid delisting from exchanges like Nasdaq, which can signal underlying financial or operational challenges.
- The request to increase authorized shares by over 300% (from 600 million to 2.58 billion) and to approve large equity issuances under Nasdaq rules 5635(b) and (d) strongly suggests an intent for significant future dilution, which is generally negative for existing shareholders.
Proxy Statement
- On May 7, 2025, LanzaTech issued and sold 20,000,000 shares of Series A Convertible Senior Preferred Stock to LanzaTech Global SPV, LLC (controlled by Khosla Ventures) for an aggregate purchase price of $40 million.
- The company agreed to issue a warrant to the Purchaser to buy 780,000,000 shares of Common Stock at an exercise price of $0.0000001 per share, contingent on stockholder approvals and a subsequent financing.
- LanzaTech is obligated to use reasonable best efforts to consummate a 'Subsequent Financing' by selling Common Stock to accredited investors at $0.05 per share (subject to adjustment), aiming to raise between $35 million and $60 million.
- The 'Subsequent Financing' must be consummated no later than 45 days following receipt of the Requisite Stockholder Approvals.
- The company may also pursue an 'Other Financing' with the consent of the Majority Holders of Preferred Stock, in lieu of the 'Subsequent Financing'.
Proxy Statement
- The company's stock price has fallen below Nasdaq's $1.00 minimum bid price requirement, indicating poor market performance and triggering a delisting threat.
- The necessity for a 100-for-1 reverse stock split highlights a significant decline in share value.
- The proposed capital raise, including the issuance of a warrant and a subsequent financing, will result in an estimated 853.6% dilution of existing common stock, indicating a distressed need for capital at a very low valuation ($0.05 per share pre-split).
- The company explicitly states it cannot assure sufficient liquidity to make a mandatory redemption payment for the Preferred Stock if stockholder approvals are not obtained, signaling severe financial strain.
- The company has consistently reported significant net losses, with 2024's net loss at $(137.70) million, showing a lack of profitability and increasing losses over the past three years.
Material Definitive Agreement and Management Change
- The interest rates on the extended loan period significantly increase to 8% and then 12% per annum, which will lead to higher interest expenses compared to the original terms (though the original rate is not specified, an increase is implied by the new rates being stated for the extension).
- The amended terms are conditional and will revert to original, potentially less favorable, terms if the company fails to consummate subsequent financing or convert Series A Preferred Stock, indicating a contingent and potentially unstable financial arrangement.
Material Definitive Agreement and Management Change
- The document refers to the "Series A Convertible Senior Preferred Stock Purchase Agreement" and mentions that the amended loan terms will revert to original if the "Series A Convertible Senior Preferred Stock of the Purchaser is not converted to common equity."
- It also states that the amended terms will revert if the Company does not consummate a "Subsequent Financing or an Other Financing (each as defined in the Certificate of Designation)." This implies a future capital raise is anticipated or required.
Amendment to Financing Agreement
- The company previously issued and sold 20,000,000 shares of Series A Convertible Senior Preferred Stock for an aggregate purchase price of $40,000,000 to LanzaTech Global SPV, LLC.
- The company is planning a 'Subsequent Financing' to issue Common Stock to accredited investors, aiming to raise between $35,000,000 and $60,000,000 at a price of $0.05 per share.
- The company will issue warrants to purchase 780,000,000 shares of common stock at an exercise price of $0.0000001 per share, contingent on stockholder approvals and the Subsequent Financing.
Amendment to Financing Agreement
- The date for the Company to issue and sell warrants was extended from May 31, 2025, to immediately prior to the consummation of a Subsequent Financing or Other Financing (if by May 7, 2026).
- The deadline for the Company to deliver written consent of BGTF Aggregator LP was extended to June 6, 2025.
- The deadline for the Company to convene a meeting of its stockholders to obtain Requisite Stockholder Approvals was extended to no later than 75 days following the Closing Date (May 7, 2025), or 90 days if the SEC reviews the proxy statement.
- The deadline for the Company to consummate the Subsequent Financing was extended to no later than 45 days following receipt of the Requisite Stockholder Approvals.
- The obligation to file the Registration Statement by June 6, 2025, was waived, with a new deadline set for the earlier of 45 calendar days following receipt of Requisite Stockholder Approvals or 10 business days following the issuance of Warrant Shares.
Amendment to Financing Agreement
- The need for multiple deadline extensions (warrant issuance, BGTF consent, stockholder meeting, subsequent financing) suggests the company is facing challenges in executing its financing plan as initially envisioned.
- The potential 100:1 reverse stock split indicates a significantly depressed stock price, which is generally a negative signal to the market.
- The Subsequent Financing price of $0.05 per share is substantially lower than the preferred stock's original issue price of $2.00, implying significant dilution for common shareholders.
- The extremely low warrant exercise price ($0.0000001) also points to substantial potential dilution.
- The mandatory redemption trigger if BGTF consent is not obtained by June 6, 2025, highlights a critical, near-term financial risk.
Executive Leadership Update
- The company anticipates annual cost reductions of approximately $1 million, which is a positive financial outcome.
- The appointment of a permanent CFO, Sushmita Koyanagi, is framed as completing a previously announced search and bringing extensive experience, suggesting a positive step for financial leadership.
- The strategic focus on sustainable aviation fuel (SAF) production indicates a clear direction towards a high-growth, high-impact market.
Quarterly Report
- The company's revenue decreased by 7.4% compared to the same period last year.
- The company has substantial doubt about its ability to continue as a going concern.
- The company's existing cash and short-term debt securities are projected to be insufficient to fund operations through the next twelve months.
Quarterly Report
- The company entered into a Series A Convertible Senior Preferred Stock Purchase Agreement for $40 million on May 7, 2025.
- The company is pursuing a subsequent financing to sell common stock for between $35 million and $60 million.
Earnings Press Release
- The company closed $40 million of preferred equity capital in May of 2025.
- The company's ability to attract new investors and raise substantial additional financing to fund its operations and/or execute on its other strategic options is uncertain.
Earnings Press Release
- The company's revenue decreased compared to the same quarter last year.
- The company's adjusted EBITDA loss increased compared to the same quarter last year.
- The company's cash position has significantly decreased.
- Management expresses doubt about the company's ability to continue as a going concern.
Amendment to Beneficial Ownership Report
- Issuance and sale of 20,000,000 shares of Series A Convertible Senior Preferred Stock for an aggregate purchase price of $40,000,000 to an entity controlled by certain Reporting Persons.
- Agreement to issue Warrants to purchase 780,000,000 shares of Common Stock by May 31, 2025, at an exercise price of $0.0000001 per share.
- Commitment to use reasonable best efforts to consummate a 'Subsequent Financing' of Common Stock to accredited investors at $0.05 per share, aiming to raise between $35,000,000 and $60,000,000, contingent on stockholder approvals.
Amendment to Beneficial Ownership Report
- The planned 'Subsequent Financing' at $0.05 per share (pre-reverse split) implies a very low valuation for the common stock, which is significantly worse than what existing shareholders would typically expect.
- The necessity of a reverse stock split, often a measure to avoid delisting or to make shares more appealing at a higher nominal price, generally signals underlying financial weakness and is perceived negatively by the market.
- The massive potential dilution from the 780,000,000 warrants at a nominal exercise price, combined with the preferred stock conversion, indicates a substantial transfer of value and control to the new investor at the expense of existing common shareholders.
8-K Filing
- The company is undertaking a workforce reduction, which may indicate financial difficulties.
- The company is raising capital at a low valuation, which may indicate financial difficulties.
- The company is issuing warrants with a very low exercise price, which may indicate financial difficulties.
8-K Filing
- The company is raising $40 million through a Series A Convertible Senior Preferred Stock Purchase Agreement.
- The company is planning a subsequent financing of $35 million to $60 million at $0.05 per share.
Form 10-K/A Amendment
- The company received a non-binding proposal from Carbon Direct Capital to acquire all of the outstanding shares of the company's common stock for $0.02 per share, which is significantly below the market value of the stock prior to the announcement.
- No cash bonus payouts were made to any of the named executive officers with respect to fiscal year 2024.
Annual Results
- The company is evaluating options to enhance its liquidity position with financing.
- The company is pursuing capital raising, partnership or asset-related opportunities, and other strategic options.
- The company received a non-binding proposal from Carbon Direct Capital to acquire all of the outstanding shares of the Company's common stock for $0.02 per share.
Annual Results
- The company's revenue decreased by 21% to $49.6 million in 2024, compared to $62.6 million in 2023.
- The company incurred net losses of $137.7 million in 2024 and $134.1 million in 2023, with an accumulated deficit of $969.6 million as of December 31, 2024.
Earnings Press Release
- Several large biorefining projects experienced timing delays during 2024, impacting revenue recognition.
Earnings Press Release
- The company's revenue decreased compared to the previous year.
- The company's net loss increased compared to the previous year.
- The company's adjusted EBITDA loss increased compared to the previous year.
Earnings Press Release
- LanzaTech is evaluating liquidity enhancing initiatives, including capital raising, partnership or asset-related opportunities, and other strategic options.
Schedule 13D Amendment
- The proposed acquisition price of $0.02 per share is explicitly stated to be "below the current market price," indicating a significant negative outcome for existing shareholders.
- The Buyer Group's letter expresses "extreme concern" that the alternative to their offer is a "bankruptcy process where 100% of stockholder value and a major portion of the creditors investments will be lost."
- The Buyer Group believes the market has not yet "fully reflected the dire nature of the Company's financial position."
Schedule 13D Amendment
- The Buyer Group previously financed LanzaTech with a $40,150,000 convertible promissory note on August 5, 2024.
- The Buyer Group states it will "fully finance the Transaction" and that "there will be no financing condition."
- The Buyer Group is "prepared to extend the Company financing on mutually agreed terms to complete the Transaction."
- The Buyer Group believes LanzaTech requires "substantial supplemental growth capital in the near term," which they believe "can only be accomplished in private markets."
Beneficial Ownership Disclosure
- Carbon Direct Fund II Blocker I LLC entered into a Convertible Note Purchase Agreement with LanzaTech Global, Inc. on August 5, 2024.
- Under this agreement, LanzaTech Global, Inc. agreed to issue and sell convertible promissory notes with an aggregate principal amount of at least $40,150,000 to the Fund.
- The 44,968,002 shares beneficially owned by the Reporting Persons include Common Stock that the Fund may acquire upon conversion, exercise, or exchange of these derivative securities, indicating a future potential conversion of debt into equity.
Form 8-K
- LanzaTech is pursuing capital raising, partnership or asset-related opportunities, and other potential transactions.
- The Company has engaged Rothschild & Co as its financial advisor and investment banker to support the evaluation and execution of various strategic options.
Form 8-K
- The company will be filing a Notification of Late Filing on Form 12b-25 with the Securities and Exchange Commission with respect to its Annual Report on Form 10-K for the year ended 2024.
- The company will not release its fourth quarter of 2024 and full-year 2024 earnings disclosures, nor host its previously announced March 31, 2025, earnings conference call.
Form 8-K
- The delay in the earnings release and 10-K filing is worse than expected, as it indicates potential financial or operational challenges.
- The need to pursue capital raising suggests that the company's financial position may be weaker than anticipated.
8-K Filing
- The company's stock price has fallen below the minimum bid price required by Nasdaq, indicating a negative trend.
8-K Filing
- The fourth quarter and full-year 2024 earnings release and conference call have been rescheduled to March 31, 2025.
Current Report
- LanzaTech intends to spin out LanzaX from its core biorefining business as a joint venture with Tharsis Capital LLC.
- Tharsis Capital will assist the Company on the proposed spin-out of LanzaX and to help explore potential investment opportunities for this business unit.
- Tharsis Capital and other shareholders to contribute cash sufficient for the joint venture to reach profitability.
Quarterly Report
- The company's revenue was significantly lower than expected due to a delay in a key sublicensing agreement.
- The company's net loss and adjusted EBITDA loss were also worse than the previous quarter and the same quarter last year.
Quarterly Report
- The sequential decrease in revenue was driven by a timing delay in LanzaJet signing its next sublicensing agreement, which was expected to result in approximately $8.0 million of licensing revenue during third-quarter 2024.
Quarterly Report
- The company entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc., allowing it to sell up to $100 million of common stock.
- The company issued $40.2 million of convertible notes and may seek additional financing under the Convertible Note Purchase Agreement.
Quarterly Report
- The company's revenue decreased by 49% year-over-year, indicating a significant underperformance compared to expectations.
- The net loss increased by 127% year-over-year, suggesting a deterioration in profitability.
- The increase in other expenses, net, due to changes in the fair value of financial instruments, further contributed to the worse-than-expected results.
Current Report
- LanzaTech intends to raise a maximum of $150 million in financing.
- This includes the $40.15 million already raised from an accredited investor.
- The company has no current plans to raise additional financing through an issuance of debt or equity that has not been disclosed.
Current Report
- The acceleration of the forward purchase agreement requires an immediate payment of $10.039 million, which is a negative development.
Corporate Action
- The company has entered into a Convertible Note Purchase Agreement to raise up to $150 million.
- $40.15 million of convertible notes were issued on August 6, 2024.
- The increase in authorized shares is to facilitate the conversion of these notes into common stock.
Definitive Proxy Statement
- The company entered into a Convertible Note Purchase Agreement with an accredited investor to sell and issue up to an aggregate principal amount of $150.0 million of convertible notes.
- On August 6, 2024, the company issued and sold $40.15 million of Convertible Notes to the Investor pursuant to the Convertible Note Purchase Agreement.
- The Convertible Notes are subject to mandatory conversion into shares of the Company's common stock upon the completion by the Company of an equity financing prior to the Maturity Date that results in the Company receiving minimum gross proceeds in an amount that is equal to the greater of (i) $40.0 million and (ii) 50% of the total principal amount under the outstanding Convertible Notes immediately following the final closing under the Convertible Note Purchase Agreement (a Qualified Equity Financing).
Definitive Proxy Statement
- The company needs to increase its authorized shares to meet its obligations under the Convertible Notes, indicating a potential shortfall in its current capital structure.
Quarterly Report
- LanzaTech entered into an At Market Issuance Sales Agreement with B. Riley Securities to potentially sell up to $100 million in common stock.
- LanzaTech issued $40.2 million of Convertible Notes as part of a private placement transaction, with potential for up to $150 million in total.
- The Convertible Notes bear interest at 8.00% per annum and are subject to mandatory conversion upon completion of a Qualified Equity Financing.
Quarterly Report
- The company reported a net loss of $27.8 million in Q2 2024.
Debt Financing Announcement
- The document details a convertible note purchase agreement for up to $150 million.
- The initial closing resulted in the issuance of $40.15 million in convertible notes.
- The notes are convertible into common stock under certain conditions, including a qualified equity financing.
- The company is required to seek stockholder approval for conversions exceeding 19.9% of outstanding common stock.
Quarterly Report
- The company's revenue of $17.4 million exceeded its previously disclosed expectations of 20% to 40% growth.
Quarterly Report
- LanzaTech secured a $40 million investment from Carbon Direct Capital through a convertible note.
- The convertible note purchase agreement contemplates one or more closings for up to $150 million of Convertible Notes.
- LanzaTech continues to seek additional financing under the Convertible Note Purchase Agreement from certain accredited investors.
Current Report
- The company is facing a legal dispute and potential financial obligations due to the accelerated maturity date of the forward purchase agreement.
Quarterly Report
- The company's net loss improved significantly compared to the same period last year.
- The company's revenue increased by 6% year-over-year.
- The company's cost of revenue decreased by 13% year-over-year.
- The company's selling, general, and administrative expenses decreased by 34% year-over-year.
Quarterly Report
- The company entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc. on May 9, 2024, which allows the company to offer and sell shares of its common stock up to an aggregate offering price of $100 million.
- The company is evaluating several financing alternatives to enhance its liquidity position, including the sale of securities, the incurrence of debt, or other financing alternatives.
Quarterly Report
- LanzaTech has entered into an At Market Issuance Sales Agreement with B. Riley Securities, allowing the company to offer and sell up to $100 million of its common stock.
- The company has also filed a universal shelf registration statement on Form S-3, including a new $100 million At-the-Market (ATM) facility.
- LanzaJet is in the process of raising approximately $100 million in investment capital.
Definitive Proxy Statement
- The company's revenue of $62.6 million fell short of the projected guidance of $80M-$120M.
- The adjusted EBITDA loss of $(80.1) million was worse than the estimated guidance of $(55) million to $(65) million.
Annual Results
- The company may require additional financing to fund its operations and complete the development and commercialization of its process technologies.
- The company may sell additional equity or convertible debt securities, which would result in dilution to existing stockholders.
Annual Results
- The company's net loss increased significantly from $76.4 million in 2022 to $134.1 million in 2023, indicating worse than expected financial performance.
Annual Results
- The company's project pipeline remains robust, but the delay in timing to first achieve positive Adjusted EBITDA is driven by an elongation of the project development life cycle.
Annual Results
- The company's full-year 2023 net loss was significantly higher than the previous year, indicating worse than expected financial performance.
- The company's adjusted EBITDA for 2023 was below guidance, indicating worse than expected profitability.
- The company does not expect to achieve positive Adjusted EBITDA by the end of 2024, indicating a longer path to profitability than previously anticipated.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.