Verde Resources Inc.'s SEC filings document a Nevada public company developing sustainable infrastructure products through subsidiaries and commercial agreements. The filings cover material agreements for BioAsphalt™, engineered biochar supply, carbon removal credit sharing, licensing and commercialization arrangements, as well as the formation of Verde Resources Asia Pacific Pte. Ltd. as a wholly owned Singapore subsidiary.
VRDR filings also include registration statements for common stock offerings, private-placement and warrant disclosures, annual-meeting proxy materials, stockholder voting results, director elections, proxy voting matters, and Rule 12b-25 late-filing notices. These records describe the company's capital structure, governance procedures, reporting status, customer and vendor concentration disclosures, and risk factors tied to its road-material technology business.
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.