VERDE RESOURCES, INC. SEC Filings

Verde Resources, Inc. is asking stockholders to vote at a fully virtual annual meeting on February 25, 2026. Holders of 1,294,224,767 common shares as of December 26, 2025 may vote one share per vote.

Stockholders will elect four incumbent directors, ratify J&S Associate PLT as auditor for the year ending June 30, 2026, and cast advisory votes on executive pay and how often future say‑on‑pay votes should occur, with the board recommending every 3 years.

Several governance changes are proposed through Amended and Restated Articles, including granting the board “blank check” authority over up to 50,000,000 authorized preferred shares, setting board size and vacancy procedures, opting out of certain Nevada anti‑takeover statutes, and defining director/officer liability and indemnification.

The meeting will also consider adopting a 2026 Equity Incentive Plan and discloses executive pay, including a $1.25 million special bonus to CEO Jack Wong in fiscal 2025 and share‑based compensation to other senior officers and directors.

Verde Resources, Inc. plans to hold its 2026 Annual Meeting of Stockholders virtually on February 25, 2026. Stockholders of record as of December 26, 2025 will be entitled to receive notice of and vote at the meeting. The company notes it did not hold an annual meeting last year and is now setting deadlines for stockholder participation.

Stockholder proposals under Rule 14a-8 and director nomination notices must reach the company at its St. Louis address by the close of business on January 15, 2026, or they will be considered untimely. The company also highlights the need to comply with universal proxy rules for any stockholders soliciting proxies for their own director nominees. Details on agenda items and how to access the virtual meeting will be provided in a later proxy statement.

Verde Resources, Inc. has filed an S-1 for a firm commitment underwritten public offering of common stock in connection with a planned listing on the Nasdaq Capital Market under the symbol “VRDR.” The offering is contingent on Nasdaq approving the listing and a reverse stock split in a range of 1-for-[●] to 1-for-[●] to meet the minimum bid requirement. The company develops proprietary, low-carbon road construction materials, including BioAsphalt™ and the Verde V24 cold mix biochar asphalt technology, and aims to monetize both product sales and carbon removal credits.

Verde recently entered into an exclusive licensing agreement with Ergon Asphalt & Emulsions, Inc. covering the United States, Canada and Mexico and expects this relationship to drive most near-term revenue. Net loss was about $4.78 million for the year ended June 30, 2025, with an accumulated deficit of about $18.26 million at that date. The company plans to use offering proceeds, together with existing resources, for $1 million of C‑Twelve license fees for Canada and Mexico, a $2 million C‑Twelve loan, scaling BioAsphalt™ production with Ergon, expanding global licensing, advancing R&D, and general working capital.

Verde Resources (VRDR) reported a very early-stage quarter as it works to commercialize its biochar-based road construction technology. For the three months ended September 30, 2025, revenue was just $2,269, down sharply from $125,570 a year earlier, reflecting minimal product sales while the business focuses on development and partnerships.

The company posted a net loss of $919,555 versus net income of $354,715 in the prior-year period, driven mainly by $944,872 of operating expenses and the absence of last year’s large gains from insurance recoveries and foreign exchange. Cash and cash equivalents were $1,175,539, with an additional $776,484 on deposit, and total assets were $38.5 million against total liabilities of $1.5 million, leaving equity of $37.0 million.

Operationally, Verde advanced its biochar-asphalt strategy. NCAT testing showed the company’s cold-mix and cold-recycled asphalt formulations met or exceeded industry specifications, using 100% reclaimed asphalt pavement in lab tests. The company highlighted earlier carbon removal credits generated from its NCAT demonstration and its long-term licensing and development agreements with C‑Twelve and Nature Plus. As of November 17, 2025, Verde had 1,294,224,767 common shares outstanding.

Verde Resources (VRDR) filed a Form 12b-25 to notify a late filing of its Quarterly Report on Form 10-Q for the period ended September 30, 2025, and expects to file within the extension period.

The company anticipates a decrease in revenue of approximately $123,000, or 98%, and an increase in net loss of approximately $1.27 million, or 360%, versus the prior-year quarter. Management cites three drivers: a planned phase-out of the earlier bagged BioAsphalt product as it transitions to an upgraded formulation, substantial unrealized foreign exchange gains recognized in the prior-year period, and a non-recurring insurance claim recognized in the prior-year period.

Verde Resources (VRDR) completed a private placement with Ergon Asphalt & Emulsions, selling 24,943,876 common shares and issuing a warrant for 24,943,876 additional shares at a combined price of $0.08018 per share. The transaction delivered $2 million in gross proceeds for working capital and general corporate purposes.

The warrant is exercisable at $0.08018 until October 31, 2030, with standard adjustments and a 4.99% beneficial ownership cap that Ergon may raise to 9.99% with 61 days’ notice. Ergon agreed not to sell shares without company consent until 180 days after a firm commitment public offering and concurrent uplisting; this restriction ends if no uplist occurs by September 30, 2026. Ergon received a non‑voting board observer right (subject to holdings and a related license staying in effect), piggyback registration rights following the standstill period, and a three‑year right to participate in future financings up to its then‑current ownership percentage. The securities were issued under Section 4(a)(2) exemptions.

Verde Resources (VRDR) filed its annual report outlining a pivot to proprietary, carbon-integrated road materials and a licensing-led model. The company signed a 10-year exclusive license with Ergon Asphalt & Emulsions covering the United States, Canada and Mexico for products containing its Verde V24 cold mix biochar asphalt emulsifying agent, with an initial fifteen (15) month “go-to-market period” without minimum purchases and good‑faith negotiations on potential minimums beginning in 2027.

Verde highlights third‑party validation: issuance in April 2025 of a carbon removal credit certified by Puro.earth, and testing at the NCAT Test Track showing durability in July 2025 and lab results in September 2025 indicating its cold‑recycled mix met or exceeded industry specifications. Under the Ergon agreement, Ergon purchases Verde V24 at a fixed price (CPI‑adjusted) and receives forty percent (40%) of Verde’s share of carbon removal credits tied to qualifying mixes.

The company plans an asset‑light rollout via Ergon’s network, while negotiating biochar supply and expanding TerraZyme access under an MOU effective through December 2026. Verde discloses an obligation to fund $3 million to C‑Twelve by the end of July 2026 under its Joint Development Agreement. As of October 20, 2025, 1,269,280,891 shares of common stock were outstanding; non‑affiliate equity value was approximately $142,952,618.38 as of December 31, 2024.

Verde Resources (VRDR) entered a 10-year exclusive license with Ergon Asphalt & Emulsions to supply its Verde V24 biochar asphalt emulsifying agent across the United States, Canada, and Mexico. Ergon will purchase Verde V24 at a fixed price subject to consumer price index adjustments, with a 15-month go-to-market period and no minimum purchase requirements. Verde will allocate 40% of its share of carbon removal credits from BioAsphalt™ mixing to Ergon. The agreement renews automatically for 10-year terms and includes customary termination rights, plus a provision allowing Ergon to terminate on 60 days’ notice if the CEO or COO are removed other than for cause or voluntary resignation.

Verde also amended its development agreement with C-Twelve, expanding exclusive distribution of Verde 24 to the U.S., Canada, and Mexico. Verde agreed to pay an $1 million fee for the added territories, concurrent with a previously agreed $2 million loan, both to be funded within 30 days of a national exchange listing; if funding is not achieved by July 31, 2026, C-Twelve may declare breach on notice. The company announced a non-binding term sheet with Ergon for a $2 million equity financing.

Verde Resources, Inc. filed an amended report to update the status of its planned exclusive U.S. license agreement with Ergon Asphalt & Emulsion, Inc. Its wholly owned subsidiary, Verde Renewables, Inc., had signed a Memorandum of Understanding on May 30, 2025 to negotiate this license within 90 days.

As of August 29, 2025, the parties signed an Addendum to the MOU that keeps all other terms in place but acknowledges more time is needed. Both sides reaffirmed their commitment to complete negotiations and execute the exclusive U.S. license agreement within September 2025, and the Addendum is filed as an exhibit.