LNZAW — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-14

• 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 (“Common Sto…

• On January 21, 2026, the Company completed a private placement of its Common Stock to certain existing and new institutional investors pursuant to subscription agreements, issuing 4,000,000 shares (“Subscribed Shares”) at $5.00 per share for gross proceeds of $20.0 million, and 510,968 bonus shares …

• On January 21, 2026, the Company filed a Second Amended and Restated Certificate of Designation for its Series A Convertible Senior Preferred Stock, which, upon the closing of the January 2026 Financing, resulted in the automatic conversion of all outstanding shares of Preferred Stock into 3,250,322…

• Concurrently with the January 2026 Financing and pursuant to the Preferred Stock Purchase Agreement, the Company issued to the Preferred Stockholder the PIPE Warrant.

• In connection with the foregoing, the Company and the Preferred Stockholder entered into a waiver under which the Preferred Stockholder waived the original deadline for filing a resale registration statement for the PIPE

Text removed vs the prior filing · source: 10-Q · 2025-11-19

• On May 7, 2025 (the “PIPE Closing Date”), the Company and LanzaTech Global SPV, LLC, an entity controlled by a large existing investor (the “PIPE Purchaser”), entered into a Series A Convertible Senior Preferred Stock Purchase Agreement (as amended by Amendment No. 1 to the Series A Convertible Seni…

• Purchase Agreement, dated June 2, 2025, and Amendment No. 2 to the Series A Convertible Senior Preferred Stock Purchase Agreement, dated September 22, 2025, the “PIPE Purchase Agreement”) pursuant to which the Company agreed to issue and sell 20,000,000 shares of its preferred stock designated as “S…

• Pursuant to the PIPE Purchase Agreement, the Company also agreed to issue to the PIPE Purchaser immediately prior to the consummation, if any, of a Financing (as defined below) (such time, the “Issuance Time”), if and only if the Issuance Time occurs on or prior to May 7, 2026, a warrant (the “PIPE …

• The Company also agreed to use its reasonable best efforts to consummate a bona fide financing pursuant to which the Company sells common stock to one or more accredited investors reasonably satisfactory to the Majority Holders, at a price per share of $0.0005 (after giving effect to the Reverse Sto…

• The Company is actively pursuing an Other Financing. The Company has not consummated a Subsequent Financing and does not currently have any committed capital. Therefore, the Company can provide no assurance that it will secure an Other Financing in a timely manner, on favorable terms or at all.

Text added vs the prior filing · source: 10-Q · 2026-05-14

• On May 10, 2026, the Company entered into a subscription agreement (“Subscription Agreement”) with LanzaTech Global SPV, LLC (“LT Global”), an entity controlled by a large existing investor, pursuant to which LT Global purchased on May 13, 2026, in a private placement, 1,000,000 shares of Common Sto…

• The Subscription Agreement also provides the Subscriber with certain consent rights with respect to future financings by the Company for a period of two years in the case of the issuance and sale of Common Stock and three years in the case of the incurrence of any indebtedness or the issuance and sa…

• The offer and issuance of the May Subscribed Shares was not registered under the Securities Act, or any state securities laws. The May Subscribed Shares were issued in reliance on the exemption from registration

• provided by Section 4(a)(2) under the Securities Act. The Company is not required to file a registration statement providing for the resale of the Shares.

• The foregoing summary of the Subscription Agreement does not purport to be complete and is qualified in its entirety by the full text of the Subscription Agreement, a copy of which is being filed as Exhibit 10.6 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.