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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) July 6, 2026 (June 30, 2026)
Verde Resources, Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
|
000-55276 |
|
32-0457838 |
| (State
or other jurisdiction of |
|
(Commission |
|
(IRS
Employer |
| incorporation) |
|
File
Number) |
|
Identification
No.) |
8112 Maryland Ave, Suite 400, St. Louis, Missouri 63105
(Address of principal executive offices)
Registrant’s
telephone number, including area code (314) 530-9071
__________________________________________
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications 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-commencement
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
Symbol(s) |
|
Name
of each exchange on which registered |
| None |
|
None |
|
None |
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).
Emerging
Growth Company ☐
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
1.01 Entry into a Material Definitive Agreement
Master
Commercialization and Collaboration Agreement with Ergon
On
July 1, 2026, Verde Renewables, Inc. (“Verde Renewables”), a wholly owned subsidiary of Verde Resources, Inc. (the
“Company”), entered into a Master Commercialization and Collaboration Agreement (the “MCCA”) with
Ergon Asphalt & Emulsions, Inc. a Mississippi corporation (“Ergon”), under which Verde Renewables shall act as
a supplier of engineered biochar to Ergon on a preferred vendor basis and provide carbon credit monetization and related services to
Ergon, and Ergon shall endeavor to use its good faith efforts to develop, manufacture, and market products containing Verde’s engineered
biochar (the “Ergon-Verde Products”), with the initial Ergon-Verde Product being a cold mix road paving product (the
“Initial Product”). Ergon is the largest supplier of asphalt and pavement preservation products in the United States.
During
the term of the MCCA, if Ergon or any of its affiliates desire to utilize biochar in any of Ergon’s products, Ergon shall afford
Verde Renewables the first opportunity to supply any such biochar required (in the form of Verde Renewables’ engineered biochar),
and the parties will negotiate to establish agreed-upon applicable commercial terms related to such projects or applications to be memorialized
in an addendum to the MCCA, or in a direct agreement between Verde Renewables and a customer introduced by Ergon. Commencing in 2027
and for each year during the term of the MCCA thereafter, the parties shall also in good faith discuss whether to establish mutually
agreed-upon purchase commitments of Verde Renewables’ biochar product.
Under
the MCCA, Verde Renewables shall, at Ergon’s request and in coordination with Ergon, use its commercially reasonable efforts to
perform the services described in the MCCA to assist Ergon, which includes the distribution of Verde Renewables’ engineered biochar
to Ergon or its customers or otherwise for use in Ergon’s products which utilize biochar, to ensure continuity of biochar supply
to support commercialization of Ergon-Verde Products, as well as to provide technical and field support services to facilitate market
adoption of Ergon-Verde Products. Verde Renewables is also responsible under the MCCA for the management of carbon removal credits generated
by Ergon-Verde Products, including registration, methodology management, verification, registry management, and carbon credit sales.
It is anticipated that carbon removal credits shall be generated from: (i) bulk mixing, and (ii) packaged mix of Ergon-Verde Products.
Verde Renewables shall provide to Ergon a percentage of the net proceeds of Verde Renewables’ share of the biochar carbon removal
credits generated.
Concurrently
with the execution of the MCCA, the parties also entered into an addendum to the MCCA to provide for the terms of the first project under
the MCCA (“Project #1”), which involves providing engineered biochar for use in the Initial Product. Such addendum
sets out non-binding annual target supply volumes of Ergon’s emulsion products for which Verde Renewables will aim to supply its
biochar. Verde Renewables and Ergon shall share in the net revenue of any such sales of Verde Renewables’ biochar to Ergon’s
customers, or any customers introduced by Ergon, in connection with Project #1. Additionally, Ergon will pay Verde Renewables a cash
royalty per gallon of Ergon’s emulsion product sold in connection with Project #1. For any products beyond the Initial Product
for which Ergon utilizes Verde Renewables’ biochar, the parties will negotiate in good faith to establish mutually agreed-upon
commercial terms related to such additional applications to be memorialized in an addendum or amendment to the MCCA. The Company expects
Project #1 to commence immediately and continue over the next several years as the Initial Product is manufactured, tested in pilot programs
and commercialized.
The
initial term of the MCCA shall be for a period of ten years (the “Initial Term”), and shall automatically renew for
a period of five years unless at least six months prior to the expiration of the Initial Term, either party provides notice to the other
party that it wishes to terminate this MCCA at expiration of the Initial Term. Either party may also terminate the MCCA at any time upon
written notice upon the occurrence of customary events such as breach of the MCCA and upon bankruptcy of a party (subject to notice and
cure periods as provided for in the MCCA). Additionally, in the case of termination (except for cause) of either Mr. Jack Wong, the Chief
Executive Officer of the Company, or Eric Bava, the Chief Operating Officer of the Company, Ergon shall have the right to terminate the
MCCA upon sixty days’ written notice.
The
MCCA contains various other customary agreements, warranties, and covenants by the parties, such as intellectual property provisions,
standard confidentiality agreements, indemnification provisions, and minimum levels of insurance that each party must maintain at its
own cost, for which the other party shall be named as an additional insured under such policies.
The
foregoing description of the material terms of the MCCA is not complete and is qualified in its entirety by reference to the full text
of the MCCA, a copy of which is filed as Exhibit 10.1 to this Current Report.
Amendment
to Supply Agreement with Biochar Solutions
As
previously reported, on March 14, 2026, Verde Renewables entered into a Supply Agreement (the “BSL Supply Agreement”)
with Biochar Solutions LLC (“BSL”), pursuant to which BSL will manufacture, supply, distribute, and white label engineered
biochar for incorporation into Verde’s and its customers’ products. On June 30, 2026, Verde Renewables and BSL entered
into a First Amendment to the BSL Supply Agreement (the “First BSL Amendment”). Verde Renewables entered into the
First BSL Amendment in part to facilitate Verde Renewables’ provision of engineered biochar to Ergon under the MCCA.
Pursuant
to the terms of the First BSL Amendment, Verde Renewables and BSL have agreed that:
1.
The initial annual supply of up to 38,500 U.S. tons of biochar to be provided by BSL to Verde Renewables shall subject to increase
upon Verde Renewables’ request (subject to good faith discussions and mutual agreement of the parties) based on, among other factors,
the requirements of Verde’s customers or commercial collaborators (including, without limitation, Ergon).
2.
All biochar supplied to Verde Renewables or its customers or commercial collaborators shall be supplied by BSL on a “white label”
basis, meaning utilizing only Verde Renewables’ trademarks, trade names, logos, labels, and other proprietary branding elements.
3.
Verde Renewables and BSL will jointly file for U.S. and/or international patent protection for the Designer-Blend Char
formulation developed by the parties to optimize the performance of Verde’s BioAsphalt™, with all patent rights to be owned
jointly by the parties on an undivided equal partial interest basis.
The
foregoing description of the material terms of the First BSL Amendment is not complete and is qualified in its entirety by reference
to the full text of the First BSL Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report.
Item
8.01 Other Events
On
July 2, 2026, the Company issued a press release announcing the execution of the MCCA. A copy of the press release issued by the Company
is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| 10.1* |
|
Master Commercialization and Collaboration Agreement, dated July 1, 2026, by and between Verde Renewables, Inc and Ergon Asphalt & Emulsions, Inc. |
| 10.2 |
|
Amendment
No. 1 to Supply Agreement, dated June 30, 2026, between Verde Renewables, Inc and Biochar Solutions LLC |
| 99.1 |
|
Press Release, dated July 2, 2026, relating to the MCCA. |
| 104 |
|
Cover Page Interactive Data
File (embedded within the Inline XBRL document) |
*
Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
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.
| |
Verde
Resources, Inc. |
| |
|
|
| |
By: |
/s/
Jack Wong |
| |
Name:
|
Jack
Wong |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| Dated:
July 6, 2026 |
|
|
Exhibit
99.1
Verde
and Ergon Forge Commercial Collaboration to Build Roads of the Future with Engineered Biochar
New
10-year agreement to explore the commercialization of engineered biochar through innovative, sustainable cold paving solutions
Collaboration
also expected to generate monetizable carbon credits
ST.
LOUIS, July 2, 2026 (GLOBE NEWSWIRE) — Verde Resources Inc. (OTCQB: VRDR) (“Verde”), an emerging
leader in sustainable infrastructure products and technologies, today announced that its primary U.S. operating subsidiary, Verde Renewables
Inc. (“Verde Renewables”), has entered into an additional commercialization and collaboration agreement with Ergon Asphalt
& Emulsions, Inc. (“Ergon”), the largest supplier of asphalt and pavement preservation products in the United States.
The
new agreement builds upon the existing collaboration between Verde and Ergon which began October 2025. This new commercial agreement
is designed to advance the relationship toward commercial execution, beginning with test projects utilizing Ergon’s cold paving
applications that incorporate Verde’s engineered biochar technology. Under this arrangement, Verde will be a preferred vendor of
engineered biochar for use with Ergon’s emulsion products in such cold paving applications. In addition, Verde and Ergon hope to
expand into other applications across the road construction industry and other sustainable building materials.
Under
the agreement, Verde and Ergon intend to pursue commercial projects during the remainder of 2026 and going forward during the term of
the agreement. The agreement also includes target product volumes intended to support Verde’s transition from technology development
and innovations into recurring commercial revenue.
“This
agreement marks Verde’s transition from technology validation into commercial execution,” said Jack Wong, CEO of Verde Resources.
“Our focus is sustained revenue generation, commercial projects with major customers, expansion into multiple material applications,
and building a platform with a growth profile that extends well beyond our anticipated Nasdaq uplisting to support durable long-term
shareholder value.”
The
Verde-Ergon collaboration is also designed to combine Verde’s engineered biochar technology, carbon removal strategy, sustainability
platform and carbon credit generation with Ergon’s well established commercial infrastructure, technical expertise, and deep customer
relationships across the asphalt and infrastructure markets. Verde and Ergon will pursue a disciplined commercial rollout, beginning
with applications closest to market readiness and expanding into additional use cases as technical, customer, and market adoption progresses.
Verde and Ergon will also share any carbon credits generated from their products.
“We
are excited to move from licensing and validation toward broader market deployment,” said Patrick Nation, President of Ergon Asphalt
& Emulsions, Inc. “The road construction and infrastructure sectors are actively seeking practical, scalable solutions that
can support performance, sustainability, and long-term value. We believe Verde’s engineered biochar platform has the potential
to become an important part of that next-generation materials landscape, and we look forward to working together to evaluate and expand
its applications across our customer base.”
Verde
and Ergon also intend to explore international expansion of their commercialization model, beginning with Singapore. Verde believes that
demonstrated U.S. performance will serve as a powerful validation platform for global markets characterized by active sustainability
mandates, decarbonization targets, green procurement standards, and infrastructure modernization priorities.
This
collaboration has the potential to extend far beyond a single product and establish a global blueprint for integrating engineered biochar
into mainstream infrastructure and building materials. By delivering solutions that reduce carbon intensity, support carbon removal,
and improve material performance, Verde and Ergon believe they can help advance the next generation of sustainable infrastructure technologies
while pursuing new commercial opportunities across major road construction markets in the US and beyond.
About
Verde Resources Inc.:
Verde
Resources Inc. (OTCQB: VRDR) is an emerging leader in environmentally sustainable infrastructure products and technologies, specializing
in innovative and cost-effective solutions to help the industry seamlessly #TransitionToZero®. By integrating proprietary technologies
with sustainable practices, Verde is at the forefront of creating low-carbon materials for infrastructure worldwide.
Verde
is driving transformation in a sector long overdue for change. Its approach reduces greenhouse gas emissions, sequesters carbon dioxide,
optimizes the use of native soils and recycled materials, accelerates installation, and improves overall efficiency, all while lowering
costs.
For
more information, please visit https://www.verderesources.com
Cautionary
Note Regarding Forward-Looking Statements
This
press release and statements of Verde’s and Ergon’s management made in connection with the matters addressed by this press
release contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995,
including statements regarding Verde’s expectations, projections, and potential future developments. Statements attributed to both
Verde and Ergon reflect their respective views as of the date hereof and are not intended as guarantees of future performance. All forward-looking
statements are subject to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934.
Forward-looking
statements involve significant known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially
and adversely from those expressed or implied. In some cases, forward-looking statements can be identified by words such as “may,”
“will,” “expect,” “plan,” “believe,” “estimate,” “anticipate,”
“project,” “seek,” “propose,” “intend,” “aim,” “goal,” “potential,”
“explore” or derivatives of such words or similar expressions regarding the future. In this press release, forward-looking
statements include those related to (i) the anticipated benefits to Verde’s business of the agreement with Ergon described herein,
and (ii) Verde’s other commercial plans (including international plans). These and other statements are based on current expectations
and speak only as of the date of this release.
A
non-exclusive list of risks and uncertainties that could cause the forward-looking statements herein to differ from future results includes,
without limitation: (i) the risk that the agreement with Ergon described herein will not lead to revenue generating operations in the
volumes anticipated, or at all, (ii) the risk Verde and Ergon will not be able gain market acceptance of their products and solutions
or to expand applications beyond cold paving, (iii) risks resulting from Verde’s dependence on Ergon as Verde’s primary collaborator
in the North American market, (iv) risks that biochar-modified paving materials may not achieve required regulatory or department of
transportation approvals, and (v) risks that field performance of engineered biochar products may differ from laboratory or test results.
Other important factors that could cause actual results to differ materially from those in the forward-looking statements include those
contained in the Verde’s filings with the SEC, which can be accessed here.
Accordingly,
readers are cautioned not to place undue reliance on the forward-looking statements contained herein. Except as required by applicable
law, neither Verde nor Ergon plans to publicly update or revise any forward-looking statements contained herein, whether because of any
new information, future events, changed circumstances, or otherwise.
For
Media and Investors:
info@verderesources.com
Crocker
Coulson, AUM Advisors
Crocker.coulson@aumadvisors.com
(646)
652-7185
