LNZA
Lanzatech Global, INC
NASDAQ
DEF: LanzaTech Seeks Shareholder Approval for Massive Dilution and Reverse Stock Split Amidst Nasdaq Delisting Threat and Urgent Capital Needs
Sentiment:
Proxy Statement
18 June 2025 4:09 PM
LanzaTech Global, Inc. is calling for a 2025 Annual Meeting of Stockholders to approve critical proposals including a significant increase in authorized shares, a 100-for-1 reverse stock split, and a potential capital raise, all aimed at addressing Nasdaq listing compliance and securing essential funding, which will result in substantial shareholder dilution.
Worse than expected
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.
Capital raise
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'.
Summary
- LanzaTech Global, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on Monday, July 28, 2025, at 2:00 p.m. Central Time.
- Key proposals include the election of two Class II directors, ratification of Deloitte & Touche LLP as the independent auditor, and an advisory vote on executive compensation.
- The company is seeking stockholder approval to increase authorized Common Stock from 600,000,000 to 2,580,000,000 shares to facilitate the issuance of shares related to a warrant and a future financing.
- A 100-for-1 reverse stock split is proposed to increase the per-share trading price of Common Stock to meet Nasdaq's $1.00 minimum bid price requirement, following a non-compliance notice received on March 13, 2025.
- Stockholders will vote on amendments to the Certificate of Incorporation to permit action by written consent and to decrease the par value of Common Stock from $0.0001 to $0.0000001 per share.
- Approval is sought for potential 'change of control' and issuance of shares exceeding 19.9% of outstanding Common Stock under Nasdaq Listing Rules 5635(b) and 5635(d), respectively, due to the scale of the proposed transactions.
- The company recently consummated a Preferred Stock Issuance on May 7, 2025, selling 20,000,000 shares of Series A Preferred Stock to LanzaTech Global SPV, LLC (controlled by Khosla Ventures) for $40 million.
- A warrant to purchase 780,000,000 shares of Common Stock at an exercise price of $0.0000001 per share is to be issued to the Purchaser, contingent on stockholder approvals and a subsequent financing.
- LanzaTech is obligated to seek a 'Subsequent Financing' of $35 million to $60 million by selling Common Stock at $0.05 per share (pre-split), which could result in the issuance of 700,000,000 to 1,200,000,000 shares.
- Failure to obtain stockholder approvals for the increased authorized shares and subsequent financing would trigger a Mandatory Redemption event for the Preferred Stock, for which the company cannot assure sufficient liquidity.
- The company reported a Net Loss of $(137.70) million for fiscal year 2024, compared to $(134.10) million in 2023 and $(76.36) million in 2022.
- Audit fees for 2024 were $2,203,592, and total fees for 2023 were $2,478,471.
Sentiment
Score: 2
Explanation: The sentiment is highly negative due to the severe dilution required, the Nasdaq delisting threat, and the explicit statement of potential liquidity issues if the capital raise and associated proposals are not approved. While the company is taking steps to address its challenges, the underlying financial distress and the magnitude of dilution indicate a very difficult situation for existing shareholders.
Positives
- The proposed amendments to the Certificate of Incorporation, including allowing stockholder action by written consent, enhance corporate governance and stockholder rights.
- The company is actively seeking additional capital, which is critical for its long-term success and operations.
- The Board of Directors is committed to maintaining the company's Nasdaq listing, which is beneficial for stock liquidity and investor appeal.
- New directors Reyad Fezzani, Thierry Pilenko, and Jill Frizzley bring extensive experience in renewable energy, technology, and corporate governance to the Board.
Negatives
- The proposed transactions, including the warrant exercise and subsequent financing, could result in significant dilution of existing stockholders' ownership and voting interests, potentially increasing outstanding shares by 853.6% pre-split.
- The company received a Nasdaq notice on March 13, 2025, for failing to meet the $1.00 minimum bid price requirement, indicating a struggling stock performance.
- Failure to obtain stockholder approvals for the increased authorized shares and subsequent financing would trigger a Mandatory Redemption event for the Preferred Stock, and the company cannot assure sufficient liquidity to make this payment.
- The issuance of shares will concentrate ownership, with Khosla Ventures and its affiliates potentially owning approximately 48.7% of outstanding Common Stock post-transaction, which could limit trading activity and influence corporate decisions.
- The company has experienced significant net losses: $(137.70) million in 2024, $(134.10) million in 2023, and $(76.36) million in 2022.
- There is no assurance that the reverse stock split will increase the stock price proportionately or attract new investors, and it may decrease liquidity and increase transaction costs for odd lots.
Risks
- Substantial dilution of existing stockholders' economic and voting interests due to the issuance of new shares upon conversion of Preferred Stock, exercise of the Warrant, and a future Financing.
- Risk of delisting from Nasdaq if the company fails to regain compliance with the $1.00 minimum bid price rule, or if Nasdaq exercises its discretionary authority due to substantial dilution.
- Inability to raise necessary capital if the Requisite Stockholder Approvals are not obtained, which would greatly limit the company's operations.
- Mandatory Redemption event for Preferred Stock if sufficient authorized shares are not obtained for the Warrant exercise and Subsequent Financing, with no assurance of sufficient liquidity to make the payment.
- Concentration of share ownership in a limited number of holders (e.g., Khosla Ventures and affiliates potentially owning ~48.7% post-transaction), which could further limit trading activity and allow significant influence over company matters.
- Uncertainty regarding the effectiveness of the reverse stock split in increasing and sustaining the stock price, potentially leading to decreased liquidity and higher transaction costs.
- The company has not entered into definitive agreements for a Financing, and there is no assurance when or if such agreements will be reached.
Future Outlook
The company is actively seeking additional capital through a 'Subsequent Financing' or 'Other Financing' to support its operations, contingent on obtaining Requisite Stockholder Approvals. The 'Subsequent Financing' is targeted to raise between $35 million and $60 million at a price of $0.05 per share (pre-split) and must be consummated within 45 days of receiving stockholder approvals. The company expects to file the Certificate of Amendment for the Increased Authorized Share Proposal, Par Value Amendment, and Written Consent Amendment promptly after the Annual Meeting, and the Reverse Stock Split Amendment after the Increased Authorized Share Amendment. The Board will determine the exact timing of the Reverse Stock Split based on market conditions and the need to maintain Nasdaq listing.
Management Comments
- "The Annual Meeting is intended to satisfy our obligations under the Purchase Agreement and to provide us with greater flexibility to seek additional financing."
- "Our Board of Directors strongly recommends you vote FOR each of the following proposals."
- "We believe that hosting a virtual Annual Meeting is in the best interest of the Company and its stockholders. We believe a virtual Annual Meeting enables increased stockholder attendance and participation because stockholders can participate from any location around the world while reducing the carbon footprint that would be required for stockholders to travel to and attend an in-person meeting."
- "We are actively seeking additional capital and we have entered into confidentiality agreements with various potential investors, including certain of our existing stockholders."
- "We and our Board believe that it is advisable and in our and our stockholders best interests, and critical to our long-term success, to increase the number of authorized shares of our Common Stock."
- "The Board has determined that it is advisable and in the best interests of the Company and its stockholders to reduce the number of shares of Common Stock outstanding with the primary intent of increasing the per share trading price of the Common Stock in order to meet the listing requirements of the Nasdaq Capital Market."
- "Our Board is committed to strong corporate governance and believes in maintaining policies and practices that serve the best interests of all stockholders."
Industry Context
LanzaTech operates in the capital-intensive renewable energy and biotechnology sector, which often requires significant funding for research, development, and commercialization of new technologies. The need for a substantial capital raise and the challenges in maintaining Nasdaq listing due to a low share price are common issues for companies in this space, especially those in growth stages or facing market headwinds. The proposed financing structure, involving preferred stock, warrants, and a subsequent equity raise, reflects a common strategy for companies seeking to secure funding from strategic investors or existing large shareholders when traditional public market financing might be challenging due to valuation or market conditions. The emphasis on reducing carbon footprint for the annual meeting aligns with broader ESG trends in the industry.
Comparison to Industry Standards
- N
- A
Stakeholder Impact
- **Shareholders**: Will experience significant dilution (estimated 853.6% pre-split) if the capital raise and associated proposals are approved. Their voting power will also be diluted, and ownership will be concentrated in a few large holders. The reverse stock split aims to maintain Nasdaq listing, which could benefit liquidity, but its effectiveness is uncertain. Failure to approve proposals could lead to delisting and a mandatory redemption event for Preferred Stock, potentially impacting the company's ability to make payments.
- **Employees**: The company's ability to raise capital is critical for its continued operations and long-term success, which directly impacts job security and future opportunities. Equity awards held by employees will be proportionately adjusted by the reverse stock split.
- **Creditors**: The company's ability to secure additional financing and avoid a mandatory redemption event for Preferred Stock (which could trigger liquidity issues) is crucial for its financial stability and ability to meet its obligations.
- **Customers/Suppliers**: The successful capital raise and continued operations are essential for the company to deliver on its projects and maintain its supply chain, ensuring business continuity.
Next Steps
- Hold the 2025 Annual Meeting of Stockholders on July 28, 2025, to vote on the proposed resolutions.
- If approved, file the Certificate of Amendment for the Increased Authorized Share Proposal, Par Value Amendment, and Written Consent Amendment promptly following the Annual Meeting.
- If approved, file the Reverse Stock Split Amendment promptly following the conclusion of the Annual Meeting and after filing of the Increased Authorized Share Amendment.
- Continue to seek additional capital through a 'Subsequent Financing' or 'Other Financing' following stockholder approvals.
- Work to regain compliance with Nasdaq's $1.00 minimum bid price rule by September 9, 2025, potentially through the reverse stock split.
- The Board and Audit Committee will continue to oversee IT systems and cybersecurity, with quarterly updates from the CISO.
Related Party Transactions
- On May 7, 2025, LanzaTech entered into a Series A Convertible Senior Preferred Stock Purchase Agreement with LanzaTech Global SPV, LLC, an entity controlled by Khosla Ventures (a beneficial owner of more than 5% of the company's voting securities).
- Pursuant to this agreement, LanzaTech issued and sold 20,000,000 shares of Preferred Stock to the Purchaser for $40 million.
- The company also agreed to issue a warrant to the Purchaser to purchase 780,000,000 shares of Common Stock at a nominal exercise price, contingent on stockholder approvals and a subsequent financing.
- Khosla Ventures, as the Majority Holder of Preferred Stock, has consent rights over any 'Other Financing' and certain other corporate actions, and has agreed to vote its pre-May 7, 2025 Common Stock in favor of the Requisite Stockholder Approvals.
Key Dates
- 2022-01-01: Start of fiscal year 2022 for financial reporting.
- 2022-12-31: End of fiscal year 2022 for financial reporting.
- 2023-01-01: Start of fiscal year 2023 for financial reporting.
- 2023-02-08: Date of vesting for certain restricted stock units.
- 2023-02-21: Date Schedule 13G filed by Guardians of New Zealand Superannuation.
- 2023-03-06: Date of first installment time vesting for stock options and restricted stock units granted on May 2, 2023.
- 2023-05-02: Grant date for certain stock options, performance share units, and restricted stock units.
- 2023-07-01: Effective date for Michael Kpke's promotion to Chief Innovation Officer and Zarath Summers' promotion to Chief Science Officer.
- 2023-08-31: Date of adoption of executive compensation recovery policy.
- 2023-10-01: Effective date for Chad Thompson's promotion to Chief People Officer.
- 2023-12-31: End of fiscal year 2023 for financial reporting.
- 2024-01-01: Start of fiscal year 2024 for financial reporting.
- 2024-01-08: Date of second installment of Joseph Blasko's signing bonus payment.
- 2024-01-01: Date of full vesting for stock options granted on June 26, 2020.
- 2024-01-01: Effective date for Reyad Fezzani and Thierry Pilenko's appointment as directors.
- 2024-02-08: Vesting date for certain restricted stock units for directors.
- 2024-03-04: Date of stock option exercise transaction by Freya Burton.
- 2024-03-05: Date of stock option exercise transaction by Freya Burton.
- 2024-03-06: Vesting date for certain restricted stock units for executive officers.
- 2024-03-13: Date LanzaTech received written notice from Nasdaq regarding non-compliance with the $1.00 minimum bid price rule.
- 2024-03-01: Effective date for Aura Cuellar's promotion to President and Robert Conrado's promotion to Chief Technology Officer.
- 2024-03-01: Effective date for Jill Frizzley's appointment to the Board.
- 2024-04-04: Date of RSU award for non-employee directors.
- 2024-04-05: Grant date for certain restricted stock units and stock options.
- 2024-04-25: Date Nimesh Patel resigned.
- 2024-05-13: Date of last installment of Aura Cuellar's signing bonus payment.
- 2024-08-01: Effective date for Nigel Gormly's new role at Centre for Sustainable Finance: Toit Tahua.
- 2024-12-01: Effective date for Sushmita Koyanagi's role as Chief Accounting Officer.
- 2024-12-31: End of fiscal year 2024 for financial reporting.
- 2025-05-07: Date of entry into Series A Convertible Senior Preferred Stock Purchase Agreement and consummation of Preferred Stock Issuance.
- 2025-05-09: Date of Schedule 13D/A filing by Khosla Ventures.
- 2025-06-02: Date of Amendment No. 1 to the Series A Convertible Senior Preferred Stock Purchase Agreement, extending warrant issuance and financing consummation dates. Also, effective date for Sushmita Koyanagi's promotion to CFO and Michael Heraty's promotion to Chief Accounting Officer.
- 2025-06-03: Record Date for the 2025 Annual Meeting of Stockholders.
- 2025-06-06: Closing price of Common Stock on Nasdaq Capital Market was $0.29.
- 2025-06-13: Effective date for Amanda Koenig Fuisz's promotion to Interim General Counsel and Ryan Replogle's promotion to Deputy General Counsel and Corporate Secretary. Also, Joseph Blasko's resignation date.
- 2025-06-18: Approximate date of mailing Notice of Internet Availability of Proxy Materials.
- 2025-07-25: Deadline for beneficial owners to email legal proxy to CST for voting at the Annual Meeting (2:00 p.m. Central Time).
- 2025-07-27: Deadline for Internet proxy votes (11:59 p.m. Eastern Daylight Time).
- 2025-07-28: Date of the 2025 Annual Meeting of Stockholders.
- 2025-09-09: First Compliance Date for regaining Nasdaq's $1.00 minimum bid price requirement.
- 2026-02-18: Deadline for stockholder proposals to be included in the 2026 Annual Meeting proxy statement under Rule 14a-8 (unless meeting date changes).
- 2026-03-30: Earliest date for stockholders to provide notice for proposals/nominations for 2026 Annual Meeting under Bylaws (if meeting date is July 28, 2026).
- 2026-04-29: Latest date for stockholders to provide notice for proposals/nominations for 2026 Annual Meeting under Bylaws (if meeting date is July 28, 2026).
- 2026-05-07: Termination date for the Warrant if Issuance Time does not occur prior to this date.
- 2028-02-10: Deadline for performance share units granted on May 2, 2023, to meet vesting conditions.
- 2028-07-28: Term expiration for Class II directors elected at the 2025 Annual Meeting.
- 2030-06-26: Expiration date for stock options granted on June 26, 2020.
- 2033-05-02: Expiration date for stock options granted on May 2, 2023.
- 2034-04-05: Expiration date for stock options granted on April 5, 2024.
Keywords
LanzaTech, SEC Filing, Proxy Statement, DEF 14A, Annual Meeting, Stockholder Proposals, Capital Raise, Preferred Stock, Warrant, Subsequent Financing, Reverse Stock Split, Share Dilution, Nasdaq Listing, Delisting Risk, Corporate Governance, Executive Compensation, Biotechnology, Renewable Energy, Carbon Capture, Sustainable Fuels
LNZA
Lanzatech Global, INC
NASDAQ
Sector: Industrials
Filings with Classifications
Better than expected
23 June 2025 5:27 PM
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.
Worse than expected
18 June 2025 8:10 PM
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.
Capital raise
18 June 2025 8:10 PM
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.
Capital raise
18 June 2025 4:09 PM
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'.
Worse than expected
18 June 2025 4:09 PM
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.
Capital raise
6 June 2025 6:20 AM
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.
Worse than expected
6 June 2025 6:20 AM
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.
Worse than expected
3 June 2025 6:20 AM
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.
Delay expected
3 June 2025 6:20 AM
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.
Capital raise
3 June 2025 6:20 AM
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.
Better than expected
29 May 2025 5:24 PM
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.
Worse than expected
19 May 2025 7:16 AM
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.
Capital raise
19 May 2025 7:16 AM
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.
Capital raise
19 May 2025 7:05 AM
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.
Worse than expected
19 May 2025 7:05 AM
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.
Capital raise
12 May 2025 10:12 AM
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.
Worse than expected
12 May 2025 10:12 AM
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.
Capital raise
9 May 2025 7:02 AM
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.
Worse than expected
9 May 2025 7:02 AM
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.
Worse than expected
30 April 2025 4:45 PM
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.
Capital raise
15 April 2025 4:45 PM
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.
Worse than expected
15 April 2025 4:45 PM
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.
Delay expected
15 April 2025 4:19 PM
Earnings Press Release
- Several large biorefining projects experienced timing delays during 2024, impacting revenue recognition.
Worse than expected
15 April 2025 4:19 PM
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.
Capital raise
15 April 2025 4:19 PM
Earnings Press Release
- LanzaTech is evaluating liquidity enhancing initiatives, including capital raising, partnership or asset-related opportunities, and other strategic options.
Worse than expected
4 April 2025 10:19 AM
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."
Capital raise
4 April 2025 10:19 AM
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."
Capital raise
29 March 2025 12:40 AM
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.
Worse than expected
26 March 2025 5:00 PM
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.
Capital raise
26 March 2025 5:00 PM
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.
Delay expected
26 March 2025 5:00 PM
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.
Worse than expected
19 March 2025 5:28 PM
8-K Filing
- The company's stock price has fallen below the minimum bid price required by Nasdaq, indicating a negative trend.
Delay expected
4 March 2025 4:46 PM
8-K Filing
- The fourth quarter and full-year 2024 earnings release and conference call have been rescheduled to March 31, 2025.
Capital raise
21 January 2025 8:53 PM
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.
Delay expected
8 November 2024 8:32 AM
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.
Worse than expected
8 November 2024 8:32 AM
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.
Capital raise
8 November 2024 8:29 AM
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.
Worse than expected
8 November 2024 8:29 AM
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.
Capital raise
10 October 2024 7:52 AM
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.
Worse than expected
10 October 2024 7:52 AM
Current Report
- The acceleration of the forward purchase agreement requires an immediate payment of $10.039 million, which is a negative development.
Capital raise
8 October 2024 4:59 PM
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.
Capital raise
9 September 2024 2:24 PM
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).
Worse than expected
9 September 2024 2:24 PM
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.
Worse than expected
8 August 2024 6:16 AM
Quarterly Report
- The company reported a net loss of $27.8 million in Q2 2024.
Capital raise
8 August 2024 6:16 AM
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.
Capital raise
8 August 2024 6:12 AM
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.
Better than expected
8 August 2024 6:08 AM
Quarterly Report
- The company's revenue of $17.4 million exceeded its previously disclosed expectations of 20% to 40% growth.
Capital raise
8 August 2024 6:08 AM
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.
Worse than expected
26 July 2024 4:55 PM
Current Report
- The company is facing a legal dispute and potential financial obligations due to the accelerated maturity date of the forward purchase agreement.
Better than expected
9 May 2024 7:05 AM
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.
Capital raise
9 May 2024 7:05 AM
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.
Capital raise
9 May 2024 7:01 AM
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.
Worse than expected
29 April 2024 5:06 PM
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.
Capital raise
29 February 2024 5:22 PM
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.
Worse than expected
29 February 2024 5:22 PM
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.
Delay expected
28 February 2024 6:06 AM
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.
Worse than expected
28 February 2024 6:06 AM
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.
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