LanzaTech Global, Inc. 10-Q

Item 5. Other Information Securities Trading Plans of Directors and Executive Officers During the three months ended June 30, 2025, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K). Reverse Stock Split and Restated Charter On August 15, 2025,the Company filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) two Certificates of Amendment to the Company’s Second Amended and Restated Articles of Incorporation to (1) decrease the par value of the Company’s 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”), effective 4:59 p.m. Eastern Time on August 18, 2025, and (2) effect a 1-for-100 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock and proportionately decrease the number of authorized shares of common stock to 25,800,000 (the “Proportionate Authorized Share Decrease” and, together with the Par Value Change, Authorized Share Increase and Reverse Stock Split, the “Charter Amendments”), effective 5:00 p.m. Eastern Time on August 18, 2025 (the “Reverse Split Effective Time”). The Charter Amendments were approved by the Board of Directors of the Company and by stockholders of the Company at the Company’s 2025 Annual Meeting of Stockholders held on July 28, 2025, as detailed in the Company’s definitive proxy statement for such annual meeting, filed with the Securities and Exchange Commission (the “SEC”) on June 18, 2025 (as supplemented by the proxy supplement filed with the SEC on July 17, 2025). At the Reverse Split Effective Time, every 100 shares of the Company’s issued and outstanding common stock were automatically reclassified and combined into one share of common stock. No fractional shares were issued in connection with the Reverse Stock Split. Instead, any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share at the registered holder and participant level with The Depository Trust Company. Proportionate adjustments were made to the number of shares of the Company’s common stock underlying the Company’s outstanding equity awards. With respect to the Company’s warrants, every 100 shares of common stock that may be purchased pursuant to the exercise of warrants prior to the Reverse Split Effective Time 60 represent one share of common stock that may be purchased pursuant to such warrants following the Reverse Split Effective Time. Correspondingly, the exercise price per share of such warrants has been proportionately increased, such that the exercise price per share of such warrants immediately following the Reverse Stock Split is $1,150, which equals the product of 100 multiplied by $11.50, the exercise price per share immediately prior to the Reverse Stock Split. The Reverse Stock Split affected all stockholders uniformly and did 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 common stock and public warrants began trading on a post-split basis at market open on August 19, 2025, and continue to be traded on the Nasdaq Capital Market under the symbols “LNZA” and “LNZAW”, respectively. The new CUSIP number for the Company’s common stock following the Reverse Stock Split is 51655R200. The CUSIP number for the Company’s public warrants has not changed. Additionally, on August 15, 2025, the Company filed with the Delaware Secretary of State a Restated Certificate of Incorporation (the “Restated Charter”) that became effective at 5:01 p.m. Eastern Time on August 18, 2025. The Restated Charter (1) reflects the Charter Amendments (other than the Authorized Share Increase, which was superseded by the Proportionate Authorized Share Decrease), and (2) otherwise merely restates and integrates but does not further amend the Company’s Second Amended and Restated Certificate of Incorporation as theretofore amended or supplemented. The Restated Charter was adopted by the Board of Directors of the Company without a vote of stockholders of the Company pursuant to Section 245 of the Delaware General Corporation Law. The foregoing description of the Restated Charter does not purport to be complete and is qualified in its entirety by the full text of the Restated Charter, which is filed hereto as Exhibit 3.1 and is incorporated herein by reference. The Company has a registration statement on Form S-3 (File No. 333-279239) and a registration statement on Form S-8 (File No. 333-271387) on file with the SEC. SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offerings covered by registration statements filed on Form S-3 or Form S-8. The information incorporated by reference is considered to be part of the prospectus included within each of those registration statements. Information under the heading “Reverse Stock Split and Restated Charter” in this Item 5 of this Quarterly Report on Form 10-Q is therefore intended to be automatically incorporated by reference into each of the active registration statements listed above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the amount of undistributed shares of the Company’s common stock deemed to be covered by the effective registration statements of the Company described above is proportionately reduced as of the Reverse Split Effective Time to give effect to the Reverse Stock Split. Executive Transition As previously disclosed, the Company announced that Aura Cuellar would step down from her role as the Company’s President. In connection with Ms. Cuellar’s transition, which became effective as of August 15, 2025, Ms. Cuellar and the Company entered into a Separation Agreement and General Release, dated as of August 18, 2025, pursuant to which Ms. Cuellar is entitled to (i) cash severance in the amount of $350,000, (ii) the employer portion of the COBRA premiums for up to 12 months, and (iii) a prorated annual bonus for 2025 based on actual performance, in each case, subject to execution of a release of claims and continued compliance with restrictive covenants consisting of an employee non-solicitation covenant for 12 months following termination of employment, a non-disparagement covenant for two years following termination of employment, and a perpetual non-disclosure covenant. Ms. Cuellar and the Company also entered into a Consulting Agreement, dated as of August 18, 2025, pursuant to which Ms. Cuellar will maintain an advisory role with the Company to assist in her transition and to provide other related support through November 15, 2025, for which she will be paid up to $4,000 in the aggregate, and be subject to restrictive covenants including an employee and customer non-solicitation covenant during the consulting period and for 12 months thereafter, a non-competition covenant during the consulting period and for six months thereafter, and a perpetual confidentiality covenant. 61 62 Item 6. Exhibits Exhibit Description 3.1* Restated Certificate of Incorporation of LanzaTech Global, Inc., dated August 18, 202 5 . 3.2** Amended and Restated Bylaws of LanzaTech Global, Inc. (incorporated by reference to Exhibit 3.2 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on February 13, 2023). 3.3** Amended and Restated Certificate of Designation of Series A Convertible Senior Preferred Stock, dated June 2, 2025 (incorporated by reference to Exhibit 3.2 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on June 3, 2025). 10.1**# Series A Convertible Senior Preferred Stock Purchase Agreement, dated May 7, 2025, between LanzaTech Global, Inc. and LanzaTech Global SPV, LLC (incorporated by reference to Exhibit 10.1 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on May 9, 2025). 10.2**# Amend ment No. 1 to the Series A Convertible Senior Preferred Stock Purchase Agreement , dated June 2, 2025 betw een Lanza Tech Global Inc. and LanzaTech Global SPV, LLC (incorporated by reference to Exhibit 10 . 1 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on June 3, 2025). 10.3**# Investor Rights’ Agreement, dated May 7, 2025, between LanzaTech Global, Inc. and LanzaTech Global SPV, LLC (incorporated by reference to Exhibit 10.2 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on May 9, 2025). 10.4** Registration Rights Agreement, dated May 7, 2025, between LanzaTech Global, Inc. and LanzaTech Global SPV, LLC (incorporated by reference to Exhibit 10.3 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on May 9, 2025). 10.5** Waiver Agreement between LanzaTech Global, Inc. and LanzaTech Global SPV, LLC, dated May 31, 2025 (incorporated by reference to Exhibit 10.2 to LanzaTech Global, Inc's Current Report on Form 8-K, filed with the SEC on June 3, 2025). 10.6** Amendment No. 1 to Loan Agreement, dated July 10, 2025, among LanzaTech, Global Inc., LanzaTech, Inc., LanzaTech NZ, Inc. and BGTF LT Aggregator LP (incorporated by reference to Exhibit 10.1 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on July 16, 2025). 10.7** Amendment No. 1 to Framework Agreement, dated July 10, 2025, between LanzaTech, Inc. and BGTF LT Aggregator LP (incorporated by reference to Exhibit 10.2 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on July 16, 2025). 31.1* Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended. 31.2* Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended. 32 *+ Certification of Principal Executive Officers and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following financial information from LanzaTech Global Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) the Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Previously filed. + Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. 63 # Certain confidential information contained in this exhibit, marked by brackets, has been redacted in accordance with Regulation S-K Item 601(b) because the information (i) is not material and (ii) is the type of information that the registrant both customarily and actually treats as private and confidential. 64 SIGNATURES Pursuant to the requirements of the Securities Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Skokie, State of Illinois, on August 19, 2025. LANZATECH GLOBAL, INC. (Registrant) Dated: August 19, 2025 By: /s/ Jennifer Holmgren, Ph.D. Name: Jennifer Holmgren, Ph.D. Title: Chief Executive Officer and Director (Principal Executive Officer) Dated: August 19, 2025 By: /s/ Sushmita Koyanagi Name: Sushmita Koyanagi Title: Chief Financial Officer (Principal Financial & Accounting Officer) 65