UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended June 30, 2026

or

For the transition period from [______] to [______]

Commission file number: 000-55276

VERDE RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (314) 530-9071

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001 per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

☐ Yes ☒ No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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.

☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

☐ Yes ☒ No

The aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was last sold on December 31, 2025, which is the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $42,311,546.

As of September 14, 2026, there were 1,304,292,407 shares of the registrant’s common stock, par value $0.001 per share (the “Common Stock”), outstanding

TABLE OF CONTENTS

PART I

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, (the “Annual Report”), and any documents we filed as exhibits to this Annual Report, contain, or may contain, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and these 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. Such forward-looking statements involve significant risks and uncertainties. All statements contained in this Annual Report and in any exhibits, other than statements of historical facts, are forward-looking statements including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, assumed market size and expected market growth. These statements involve significant known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially and adversely different from any future results, performance or achievements expressed or implied by the forward-looking statements.

The words “may,” “will,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “potential,” “seek,” “aim,” “goal” and derivatives of such words or similar expressions regarding the future are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements include statements regarding, and important factors that could cause actual outcomes to differ materially from those stated or implied in the forward-looking statements include, but are not limited to, the matters summarized below:

These forward-looking statements are only predictions and we may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, so you should not place undue reliance on our forward-looking statements, which speak only as of the date of this Annual Report or, in the case of documents incorporated by reference, the date of those documents. Actual results or events could differ materially and adversely from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. These forward-looking statements involve risks and uncertainties that are subject to change based on various factors (many of which are beyond our control). We have included important factors in the cautionary statements included in this Annual Report that could cause actual future results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

You should read this Annual Report and the exhibits hereto with the understanding that our actual future results may be materially different from what we expect. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events, except as may be required under applicable U.S. securities law. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Unless the context requires otherwise, references in this Annual Report to “we,” “us,” “our,” the “company,” “Verde,” or similar terminology refer to Verde Resources, Inc.

ITEM 1. Business.

Overview

We are a road construction and building materials company offering proprietary, environmentally sustainable materials and seeking to redefine our industry with a clear mission: enabling the #TransitiontoZero^®. Our proprietary product BioAsphalt^™ incorporates a highly engineered blend of biochar, a powerful carbon sequestering material, into asphalt infrastructure with the goal of reducing emissions, improving performance, and lowering overall costs. Further, we expect to generate revenues from the generation by our products, and our subsequent sale, of carbon removal credits. We believe our proprietary products, know-how and business plan place us potentially at the forefront of sustainable innovation in the construction and building materials sector, an industry we believe is long overdue for transformation. We primarily operate through our wholly-owned U.S. subsidiary Verde Renewables Inc. (“Verde Renewables”), headquartered in St. Louis, Missouri.

Our strategic roadmap for helping achieve net-zero emissions—what we call our Verde Net Zero Blueprint—has achieved the following significant milestones:

Our Verde Net Zero Blueprint is comprised of our portfolio of tested technologies that enable the production of sustainable infrastructure materials with the integrated ability to generate certified carbon removal credits. This positions carbon sequestration not just as an environmental co-benefit, but as a monetizable feature embedded in our business plan.

We believe our asset light business model enables scalable growth while minimizing capital intensity, creating recurring revenue streams through licensing, sales, royalties, carbon monetization, and strategic relationships. In particular, as the rise of artificial intelligence accelerates data center energy consumption, which is now projected to account for a growing share of global electricity use, enterprises worldwide are facing increasing pressure to offset their carbon footprints. This is driving up demand for high-integrity, verifiable carbon credits.

We believe our business model presents a novel combination of infrastructure performance with measurable climate impact, potentially establishing us as a first mover in scalable Net Zero solutions, which we believe positions us well to meet the demands of a rapidly decarbonizing, carbon-constrained economy.

With key third-party testing and validation activities completed to date with groups such as NCAT and Puro.earth, we are now focused on commercializing our solutions in the United States, our most strategic market. To this end, in October 2025 we entered into an exclusive licensing agreement with Ergon, an industry leader in asphalt innovation and supply and one of the largest liquid asphalt and emulsion marketers in North America, for the production of asphalt surface course material containing our proprietary solution across North America (the “Ergon License”). Building on that relationship, in July 2026 we entered into a MCCA with Ergon establishing us as Ergon’s preferred vendor of engineered biochar and engaging us as the supplier of biochar for an initial cold mix road paving product project. As our domestic operations scale through Ergon, we plan to license the Verde Net Zero Blueprint globally, targeting infrastructure and materials companies in countries aligned with the Paris Climate Agreement and pursuing Net Zero by 2050.

We plan to expand operations and generate and grow revenue in the coming years primarily through marketing and selling our proprietary biochar and other road technologies to and through Ergon in North America, with an initial focus on the United States. Production planning of our materials has already commenced, with distribution anticipated to occur through the Ergon’s established sales channels, reaching asphalt mixing plants across the United States, Canada and Mexico for blending and placement. Embedding our technology into Ergon’s nationwide business footprint would potentially enable rapid scalability and revenue generation.

In addition, we are exploring the implementation of our Verde NetZero Blueprint in Southeast Asia, where we have had our BioFraction facility in Sabah, Borneo since 2021. BioFraction refers to the biological fractionalization of waste through pyrolysis, a thermal decomposition process in an oxygen-free environment that converts organic waste into valuable outputs including biochar, biofuel, bio-syngas, and wood vinegar. At our BioFraction facility, we plan to convert palm oil waste into biochar and other renewable byproducts. The BioFraction facility was strategically set to dormant status in recent years in order to prioritize our U.S.-based proof of concept test track through with NCAT, although we have continued regular maintenance and test production runs to preserve its operational capability. We currently anticipate restarting and ramping up operations at the BioFraction facility during 2027 as we advance commercialization activities and complete planned pilot projects in Southeast Asia. We believe that successful completion of these projects could increase demand for our engineered biochar in the region and may create additional licensing opportunities, which could, in turn, require increased production capacity at the BioFraction facility. The timing and extent of the ramp-up will depend on the development of regional demand for our engineered biochar, including demand resulting from the Singapore initiative and additional regional licensing opportunities. The facility is expected to support the production of biochar and other renewable products, with additional licensing and commercialization opportunities discussed further below under the section entitled “—BioFraction and Expansion Plans.”

Our Services and Products

Core Products

Our business model includes two core proprietary technologies that form the foundation of our carbon-integrated road system:

Engineered Biochar

Biochar is the backbone of our Net Zero Blueprint. Through our collaboration with Biochar Solutions LLC and its affiliate, Oregon Biochar Solutions, we have developed a highly engineered biochar formulation and proprietary pelletization manufacturing process specifically designed for cold paving applications, including our BioAsphalt^™ mix design. We have entered into a formal supply agreement with Biochar Solutions LLC for the production and supply of our proprietary engineered biochar blend, securing a key component of our BioAsphalt^™ technology platform.

Throughout our product testing and validation at NCAT, we determined that the engineered characteristics of the biochar are fundamental to the performance of BioAsphalt^™. These characteristics directly influence the mixture’s performance, durability, and overall effectiveness, reinforcing the importance of using a purpose-engineered biochar in our technology platform. Properties such as density, moisture content, carbon content, pH, particle structure, durability, and other physical and chemical characteristics directly influence the performance of the finished asphalt product.

To control these variables, we have developed proprietary biochar production systems, process controls, temperature profiles, feedstock management and other operating parameters that directly influence the physical and chemical properties of the biochar. Once the biochar with the desired characteristics has been produced, we process the biochar through a proprietary pelletization process for deployment in infrastructure applications. The formulation of the individual pellets is just as important to the end-usability of the product as the characteristics controlled for in the biochar production. The combination of our biochar formulation with selected additives and other materials enable the desired bonding mechanisms and pellet formulation that has been optimized for asphalt applications, and which can be further refined to adjust for other possible project-specific applications.

100% RAP Cold Recycling BioAsphalt^™

Our go-forward BioAsphalt^™ technology platform is a cold recycling mix incorporating 100% RAP, our proprietary engineered biochar and an engineered cationic emulsion manufactured by Ergon. This formulation has been developed and evaluated in collaboration with NCAT and is separate from the Verde V24 formulation discussed below.

In September 2025, NCAT’s latest evaluation of our cold recycling mix using 100% RAP further validated the testing results of our proprietary formulation. Laboratory testing conducted in accordance with ASTM D6927 (Marshall Stability and Flow), ASTM D6931 (Indirect Tensile Strength), and AASHTO T283 (Moisture Susceptibility) demonstrated that our cold-recycled mix with our engineered biochar not only meets but exceeds industry specifications for cold-recycled asphalt. Results showed superior cohesion, high TSR, and retained stability compared to standard cold mix benchmarks, validating its strength, durability, and moisture resistance.

The 100% RAP cold recycling formulation incorporating our engineered biochar and Ergon’s engineered emulsion is the technology platform we currently intend to advance toward commercialization with Ergon. As part of our go-forward development strategy, we intend to incorporate additional industry testing capabilities earlier in our innovation and development process to accelerate product development and generate initial performance data. We expect to leverage Paragon, Ergon’s technical arm, for additional technical testing and validation, followed, as appropriate, by independent third-party testing and validation through NCAT. NCAT remains an important independent research and third-party validation resource for the company, and we expect to continue working with NCAT as we develop and commercialize new road materials and applications.

Services

Carbon Credit Services.

In addition to supplying engineered biochar, we provide carbon credit management services to Ergon and intend to do the same with other future commercial partners to support the generation, verification, issuance, and commercialization of carbon removal credits associated with the permanent sequestration of biochar in asphalt and other infrastructure applications. These services include project design and eligibility assessments, carbon accounting and lifecycle analysis, feedstock and production traceability, chain-of-custody documentation, monitoring and reporting, coordination with independent verification bodies and carbon registries, and the issuance, management, transfer, and retirement of verified carbon removal credits. We also maintain the documentation and quality assurance processes necessary to support ongoing compliance with applicable registry standards and third-party verification requirements.

Under our commercial arrangements with Ergon, we will administer these carbon credit services for qualifying projects, enabling the quantification, verification, and monetization of the carbon benefits associated with the use of our engineered biochar. Carbon removal credits generated from qualifying projects will be shared between us and Ergon in accordance with the terms of the applicable commercial agreements.

Additional Products in Testing

Verde V24 / C-Twelve Cold Mix Development

We hold the exclusive North American license for Verde V24 from C-Twelve Pty Ltd, a corporation incorporated in Western Australia (“C-Twelve”), through a Joint Development Agreement with C-Twelve (as amended, the “C-Twelve Agreement”). Verde V24 is an emulsifying agent developed for use in a cold mix BioAsphalt^™ formulation incorporating our proprietary engineered biochar. The formulation was designed to create a specialized emulsion system that promotes a strong bond among the engineered biochar, asphalt binder and aggregate, allowing the resulting asphalt mixture to be produced and applied without the high temperatures required for traditional hot-mix asphalt.

As part of the development of the Verde V24 formulation, we worked with NCAT to evaluate the technology through laboratory testing and real-world placement and evaluation. The off-ramp mix evaluated at NCAT utilized Verde V24 emulsion, virgin aggregate and our engineered biochar. Unlike traditional hot mix asphalt, which requires high temperatures and generates significant greenhouse gas emissions during production and application, the cold-mix formulation was designed to be applied at ambient temperature and activated with water, eliminating the need for heat or solvents. The development program was intended to evaluate the formulation’s performance, durability and suitability for road applications while incorporating the carbon-sequestration benefits of our engineered biochar.

In July 2025, NCAT reported encouraging preliminary field-performance results for the off-ramp mix following approximately 50,000 equivalent single-axle loads (“ESALs”) of heavy truck traffic. At that stage of testing, the asphalt surface remained flexible and demonstrated consistent durability, particularly under low-volume roadway conditions.

Since January 2026, approximately 80,000 liters of Verde V24 were produced in connection with the development program. During this period, we continued technical evaluation and development activities involving Verde V24, including evaluation of the formulation and its compatibility with asphalt production and application requirements.

In August 2026, we received NCAT’s completed report relating to the off-ramp project, which included laboratory testing and real-world placement and evaluation of the mix utilizing C-Twelve products, virgin aggregate and our engineered biochar. The report indicated that the C-Twelve material remains in development and is not yet ready for commercial deployment. We shared the report with C-Twelve and have communicated with C-Twelve regarding the report and its findings.

Although the Verde V24 formulation remains in development, our current go-forward commercialization strategy with Ergon does not contemplate the use of Verde V24. Instead, we intend to advance the separate 100% RAP cold recycling BioAsphalt^™ formulation utilizing our engineered biochar and Ergon’s engineered emulsion described above.

TerraZyme Enzyme-Based Soil Stabilization

TerraZyme is a proprietary enzyme-based catalyst engineered to improve the strength, durability, and moisture resistance of native soils, serving as a sustainable alternative for road base preparation, subgrade stabilization, and erosion control. The enzyme works by catalyzing a natural reaction in clay-bearing soils, breaking down organic material and rearranging soil particles into a more tightly bonded structure. This reaction reduces permeability, minimizes swelling, and significantly enhances load-bearing capacity without the need for imported aggregates or traditional binders.

Conventional stabilization methods typically rely on cement, lime, or other chemical additives, which are not only costly and labor-intensive but also carbon-intensive in both production and application. By contrast, TerraZyme is a low-emission, cost-effective, and rapidly deployable solution that requires less equipment and labor while delivering superior long-term performance and carbon reduction. Its liquid form allows for easy on-site mixing with water and application using standard equipment, followed by compaction.

To further validate the technology under varying field conditions, in June 2026 we constructed five pilot and control test sections outside of the NCAT Test Track. These sections are evaluating TerraZyme independently and in combination with our engineered biochar, as well as comparing performance with and without the use of Portland cement. The objective of this testing program is to optimize the formulation and quantify the engineering, environmental, and economic benefits of each approach.

TerraZyme continues to undergo performance evaluation at the NCAT Test Track, where testing to date has produced encouraging preliminary performance data. The ongoing program is designed to evaluate TerraZyme’s effectiveness as a soil stabilization additive under real-world pavement conditions. TerraZyme looks to be well-suited for rural or remote areas, resource-constrained regions, or developing markets where access to aggregates is limited or prohibitively expensive. Our long-term goal is to develop an advanced soil stabilization solution that combines TerraZyme with our engineered biochar to reduce or replace the use of traditional cement-based stabilizers, while improving pavement performance and reducing the carbon footprint of road construction. It is a key component of our broader mission to deliver climate-smart infrastructure solutions worldwide.

We currently have access to the TerraZyme enzyme through a Memorandum of Understanding (the “NPI MOU”) with Nature Plus Inc. (“NPI”) which is effective until December 2026. We are currently in negotiations with NPI for a definitive agreement that would contain an exclusive worldwide license for TerraZyme.

Fiscal Year 2026 Developments

We achieved the following milestones during our fiscal year ended June 30, 2026:

Recent Developments

Highway International Pte. Ltd. Memorandum of Understanding

On August 26, 2026, our wholly owned Singapore subsidiary, Verde Resources Asia Pacific Pte. Ltd. (“VRAPPL”), entered into a Memorandum of Understanding (the “Highway MoU”) with Highway International Pte. Ltd. (“Highway”), a Singapore-based integrated asphalt and road-infrastructure company, establishing a strategic framework for the proposed deployment, validation, commercialization and licensing of our engineered biochar carbon platform in Singapore. Under the Highway MoU, the parties intend to collaborate on an initial pilot project with Singapore’s Land Transport Authority (“LTA”) to evaluate our technology’s technical performance, production readiness, carbon accounting, digital monitoring, reporting and verification (“MRV”) framework, and broader commercial rollout potential. Highway is expected to lead the proposed LTA pilot project, with VRAPPL providing operational and technical support.

Subject to successful pilot validation and LTA sign-off, feasibility studies, mutual due diligence, applicable regulatory approvals, and the negotiation and execution of definitive agreements, the parties intend to pursue an exclusive licensing arrangement for the use and commercialization of our engineered biochar carbon platform in Singapore. The proposed licensing arrangement would be expected to include minimum engineered biochar purchase commitments, commercial supply terms, technical support and knowledge transfer, performance milestones, and provisions relating to carbon removal credits, sustainability and related data and reporting.

The Highway MoU has a term of twelve (12) months, unless extended by mutual written agreement or superseded by a definitive agreement, and either party may terminate the Highway MoU upon sixty (60) days’ written notice. During the term of the Highway MoU, the parties are subject to certain exclusivity provisions relating to the contemplated collaboration in Singapore.

Except for certain provisions, including those relating to public disclosure, confidentiality, costs and expenses, exclusivity, governing law and termination, the Highway MoU is non-binding, serves principally as a framework for future exploration and potential binding agreements and does not obligate either party to enter into a definitive licensing agreement or complete any transaction.

Ergon Master Commercialization and Collaboration Agreement

On July 1, 2026, Verde Renewables entered into a MCCA with Ergon, whereby Verde Renewables shall act as a supplier of 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 our engineered biochar (the “Ergon-Verde Products”), with the initial Ergon-Verde Product being a cold mix road paving product (the “Initial Product”).

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.

Principal Agreements

Biochar Solutions Supply Agreement and Amendment

On March 14, 2026, our subsidiary Verde Renewables entered into the BSL Supply Agreement with BSL, pursuant to which BSL will manufacture, supply, distribute, and white label engineered biochar for incorporation into Verde Renewables’ and its customers’ (including Ergon’s) products, with both parties intending for this BSL Supply Agreement to serve as the foundation of a subsequent commercial agreement governing long term biochar supply, carbon credit revenue sharing, joint technology development, and related commercialization activities. After an initial 18-month term (the “Initial Period”), Verde Renewables and BSL will evaluate their commercial arrangement and make updates or modifications to the BSL Supply Agreement based on their collective experience under the BSL Supply Agreement (the “Subsequent Agreement”). If entered into, the Subsequent Agreement shall have a 5-year term commencing on the date of execution thereof, renewable for an additional 5 years upon mutual written consent no later than 120 days before expiry. The Subsequent Agreement shall also contain customary additional terms for the abilities of the parties to terminate the Subsequent Agreement. If no Subsequent Agreement is entered into, the BSL Supply Agreement shall nonetheless remain binding on the parties on a month-to-month basis.

For the term of the BSL Supply Agreement, BSL shall serve as Verde Renewables’ exclusive supplier of engineered biochar for asphalt and road construction applications in the United States unless otherwise released in a mutual writing by BLS and Verde Renewables, and BSL will forward leads for companies seeking biochar-based asphalt, or low emissions asphalt, to Verde Renewables exclusively.

Under the terms of the BSL Supply Agreement, BSL will initially supply up to 38,500 U.S. tons of biochar annually (the “Initial Supply”) to support our engineered product portfolio and carbon credit strategy, for which BSL warrants and will ensure that at least 50% of such Initial Supply will qualify for carbon removal credit generation. In compensation for the provision of the Initial Supply, Verde Renewables will pay BSL on a per-ton basis based upon the type of biochar that is supplied, with per-ton pricing to be mutually established and reviewed annually. Additionally, under the BSL Supply Agreement, Verde Renewables and BSL agree to share the carbon removal credits generated from the incorporation of BSL Biochar into Verde Renewables’ asphalt and other products, and any revenues derived from the sale, transfer, or monetization of such carbon removal credits to third parties shall likewise be shared.

Separately, our company and BSL intend to file a joint patent in the United States for the engineered biochar blend formulation developed by both parties under the BSL Supply Agreement, with such patent to be owned on a joint basis and each party free to use the intellectual property in its respective operations. Commercial licensing to third parties shall require the prior written consent of each of Verde Renewables and BSL and equitable revenue sharing, with specific terms to be set forth in the Subsequent Agreement (as defined below).

Either party may terminate the BSL Supply Agreement for any reason on 60 days prior written notice, during which time the parties shall collaborate in good faith in winding down their business relationship, including BSL’s good-faith continued fulfilment of biochar shipments to Verde Renewables during such period. Either party may also terminate the Supply Agreement with written notice upon material breach of the terms hereof by the other party, provided that the breaching party shall be provided with a 15-day period to cure such breach.

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 agreed that:

Ergon License

On October 10, 2025, Verde Renewables, our wholly owned subsidiary, entered into the Ergon License, pursuant to which we have granted Ergon an exclusive, non-transferable license to use, manufacture, commercialize, market, sell and distribute any product that contains or is manufactured or formed by Ergon using our proprietary Verde V24 cold mix biochar asphalt emulsifying agent in the United States (including its territories), Canada and Mexico. Under the Ergon License, Ergon agreed to purchase Verde V24 from us at a fixed price, inclusive of all fees associated with the license and subject to consumer price index adjustments, for use in Ergon’s asphalt road materials products.

Ergon, the largest asphalt marketer in North America, is a subsidiary of Ergon, Inc., a diversified global organization engaged in multiple industries. The privately held Ergon is an industry pioneer in asphalt innovation and supply, employing more than 4,000 people and serving customers and partners in over 90 countries worldwide.

We have agreed with Ergon to an initial fifteen (15) month “go-to-market period”, during which there are no minimum purchase requirements for Ergon’s purchases of Verde V24. For each calendar year beginning January 1, 2027, Ergon agreed to negotiate with us in good faith towards the establishment of possible minimum purchase amounts based on certain customary factors. If minimum purchase amounts are agreed to for any given calendar year, we and Ergon agreed to negotiate in good faith to new minimum purchase amounts for each subsequent year, subject to consideration of customary factors.

We have also agreed to provide Ergon with forty percent (40%) of our share of the carbon removal credits generated from the mixing of the final carbon sequestering BioAsphalt^™ surface material, so long as (a) the carbon removal credits are generated from bulk mixing or packaged mixed product, and (b) the mixing of the final BioAsphalt^™ surface material includes biochar purchased from us. The Ergon License additionally grants Ergon the right to use our trademarks and access to ongoing technical services to facilitate the monitoring, reporting, and verification process of each ton of carbon dioxide sequestered.

Following the execution of the Ergon License, our technical development and commercialization strategy with Ergon evolved as additional formulations and applications were evaluated. Our current go-forward commercialization strategy with Ergon does not contemplate the use of Verde V24 and instead focuses on a 100% RAP cold recycling BioAsphalt^™ formulation incorporating our engineered biochar and Ergon’s engineered emulsion. This separate formulation has been evaluated at the laboratory level by NCAT and met or exceeded the applicable industry specifications evaluated during testing. Our broader relationship with Ergon provides a potential pathway to leverage Ergon’s extensive international network, infrastructure and industry relationships as we pursue commercialization opportunities in the United States and other markets. The Ergon License remains in effect, notwithstanding the current focus of our commercialization activities on the 100% RAP cold recycling formulation.

The term of the Ergon License is ten (10) years, with an automatic renewal for additional ten (10) year periods, subject to a minimum of six (6) months’ notice of cancellation prior to renewal. The Ergon License may be terminated in the event of non-payment of amounts due, initiation of bankruptcy proceedings, or under other customary terms. Additionally, Ergon may terminate the Ergon License upon sixty (60) days’ prior written notice in the event that our Chief Executive Officer, Jack Wong, or our Chief Operating Officer, Eric Bava, are removed from their respective positions with our company for reasons other than termination for cause or voluntary resignation. The Ergon License additionally contains provisions regarding confidentiality, indemnification, and representations and warranties of the parties that are customary for such an agreement.

BioFraction and Expansion Plans

With the execution of our agreements with Ergon, our business model has been established and we now operate with a singular focus on sustainable infrastructure technologies. While we remain focused on scaling our North American operations, we have also begun advancing commercialization opportunities in Southeast Asia, where we have had our BioFraction facility in Sabah, Borneo since 2021. BioFraction refers to the biological fractionalization of waste through pyrolysis, a thermal decomposition process in an oxygen-free environment that converts organic waste into valuable outputs including biochar, biofuel, bio-syngas, and wood vinegar. At this BioFraction facility, we plan to convert palm oil waste into biochar and other renewable byproducts. The BioFraction facility was strategically set to dormant status in recent years in order to prioritize our U.S.-based proof of concept test track with NCAT, although we have continued regular maintenance and test production runs to preserve its operational capability. We currently anticipate restarting and ramping up operations at the BioFraction facility during 2027 as we progress our relationship with Highway and complete planned pilot projects in Singapore. We believe that successful completion of these projects could increase demand for our engineered biochar in Singapore and may create additional licensing opportunities throughout Southeast Asia. Such increased regional demand could, in turn, require additional production capacity at the BioFraction facility.

Our proposed collaboration with Highway International Pte. Ltd. in Singapore represents a potential commercial pathway for our planned expansion in Southeast Asia. Under the Highway MoU entered into in August 2026, the parties contemplate that engineered biochar for the proposed Singapore initiative is expected to be supplied from our BioFraction facility in Sabah, Borneo and, as regional demand develops, from additional biochar production capacity in Malaysia. Subject to successful validation of the proposed LTA pilot project and the execution of definitive commercial agreements, the contemplated arrangement could support increased utilization of our Malaysia operations and provide a platform for broader commercialization of our engineered biochar technologies in Singapore and the Asia-Pacific region.

In addition to our proposed collaboration with Highway in Singapore, we intend to pursue opportunities with other highway operators and infrastructure participants throughout Southeast Asia that are seeking Net Zero solutions. As part of our regional commercialization strategy, we intend for engineered biochar supplied in connection with any licensing arrangements to be sourced from our subsidiary, Verde Resources (Malaysia) Sdn Bhd (“Verde Malaysia”), which operates our BioFraction facility. An increase in commercial demand for engineered biochar in the region could support the drawdown of existing inventory and ramp up production. We also plan to explore the licensing of our BioFraction intellectual property and know-how to qualified palm oil waste processors in Malaysia to produce designer grade biochar compatible with our biochar asphalt mixed designs, potentially generating additional revenue through carbon credit royalties, product resale margins, and licensing fees. The timing and extent of the ramp-up will depend on the development of regional demand for our engineered biochar, including demand resulting from the Singapore initiative and additional regional licensing opportunities.

Our Industry and Market Opportunity

We operate at the convergence of two rapidly evolving sectors: sustainable building materials (which accounts for approximately 37% of annual global emissions according to the United Nations Environment Programme and the Global Alliance for Buildings and Construction’ report entitled “Global Status Report for Buildings and Construction 2025-2026: As Climate Risks Rise and Cities Grow, We Must Rethink How We Build to Create Better Lives for All” (Paris: United Nations Environment Programme, 2026), with a particular focus on road construction technologies, and the carbon removal industry, where our innovations enable both the reduction and removal of atmospheric carbon emissions. One of our principal missions is to bridge these sectors by delivering high-performance, low-carbon infrastructure solutions that drive both environmental impact and economic value, creating a scalable pathway for the infrastructure sector to actively contribute to global sustainability goals.

Building Materials Industry

The global road construction and maintenance market represents a significant and growing opportunity. According to the Road Construction and Maintenance – Global Strategic Business Report published in 2026 by Research and Markets, the global market was estimated at approximately $777.7 billion in 2025 and is projected to reach approximately $979.1 billion by 2032. This growth is expected to be driven by infrastructure modernization, increased government investment, aging transportation networks requiring rehabilitation, and the growing adoption of sustainable construction materials and technologies.

North America represents a substantial portion of this market opportunity, supported by continued infrastructure investment and the need to modernize aging road networks. As governments, contractors, and infrastructure owners increasingly prioritize lower-carbon construction solutions, we believe our engineered biochar-based technologies are positioned to address the growing demand for sustainable, high-performance road construction materials.

Carbon Removal Market Opportunity

The carbon dioxide removal (“CDR”) market is emerging as a critical component of global climate mitigation strategies. The State of Carbon Dioxide Removal 2025 report, published by the University of Oxford’s Smith School of Enterprise and the Environment and the CO₂ Removal Alliance, highlights the accelerating need for durable carbon removal solutions, including biochar, to complement emissions reductions and support global climate objectives. The report emphasizes that the scale of carbon removal deployment must increase substantially over the coming decades, creating growing demand for high-quality, verifiable carbon removal credits.

An article entitled “The New Renewable Revolution: Why Carbon Dioxide Removal Will Transform the Carbon Market,” dated April 10, 2025, by Shou-Hwei Michelle You and published by the World Economic Forum, notes a fundamental shift in the carbon market toward higher-integrity solutions, with increasing focus on durable carbon dioxide removal rather than solely avoided-emission credits. This transition is expected to drive demand for technologies capable of delivering measurable, permanent carbon storage, including biochar-based carbon removal solutions.

We believe a significant opportunity exists in our ability to generate verified carbon removal credits through the production of biochar-infused asphalt, a process that has been independently validated through successful testing at the NCAT Test Track. With the United States consuming approximately between 350 million and 500 million tons of asphalt annually, according to “The Advancement of Asphalt Pavements Over the Last 50 Years” by Drs. Jon Epps, Ph.D., P.E. and Dave Johnson, P.E., published in Asphalt Magazine, the potential scale for carbon sequestration through biochar-enhanced asphalt is substantial.

Currently, available biochar supply is limited relative to the potential size of the asphalt market. Based on our discussions with domestic biochar suppliers and our assessment of current market conditions, we believe existing biochar production capacity would support only a portion of the potential demand for asphalt applications incorporating engineered biochar. Over the long term, the scalability of biochar production may be supported by the availability of domestic biomass resources. According to the U.S. Department of Energy’s 2023 Billion-Ton Report: An Assessment of U.S. Renewable Carbon Resources, the United States has significant renewable carbon resources that could support the expanded production of bio-based materials, including biochar. We believe the use of engineered biochar in infrastructure applications may provide an opportunity to contribute to lower-carbon road construction and the potential generation of carbon removal credits.

Market Challenges

The building materials industry is highly fragmented, comprising both large publicly traded corporations and a wide range of privately held firms, and subject to significant competition. Historically, many of these companies have relied on conventional road materials and methods, such as hot mix asphalt, with limited innovation. However, there is a growing shift across the sector, as companies increasingly invest in research and development to meet the rising demand for sustainable and environmentally friendly solutions such as ours.

Despite this momentum, the adoption of new technologies remains challenging due to entrenched industry practices, complex regulatory frameworks, and performance expectations tied to long-established standards. While many competitors are significantly larger and better capitalized, we believe our products are positioned to lead in this transition. Further, our strategic collaboration with Ergon, a large and established player in the road materials industry, is expected to help us manage competitive pressures.

Our proprietary technologies, particularly in the road construction sector, enable the integration of carbon-sequestering materials like biochar directly into asphalt and other mix designs. These solutions are not only difficult to replicate but are also backed by real-world validation and the ability to generate carbon removal credits. This positions us at the intersection of two urgent global needs: decarbonizing infrastructure and delivering high-performance, cost-effective alternatives to legacy materials.

See “—Competition” below for further information on competitive challenges we face.

Our Growth Strategies

Our growth strategy is focused on establishing strategic commercial relationships with organizations like Ergon that possess the infrastructure, market access, and operational capabilities necessary to support the adoption and deployment of our technologies at scale. For example, through our MCCA with Ergon, we intend to leverage Ergon’s established manufacturing capabilities, distribution network, and relationships with asphalt producers, contractors, and other industry participants to facilitate the commercialization of products incorporating our proprietary biochar technology.

Rather than developing a standalone manufacturing, distribution, and sales infrastructure, we intend to leverage strategic commercial relationships to integrate our proprietary engineered biochar into road construction materials and applications through existing industry supply chains. Our business model combines our technology platform, engineered biochar supply, and carbon-related solutions with the operational capabilities, infrastructure, and customer relationships of our commercial partners. We believe this approach reduces barriers to adoption and supports the deployment of lower-carbon construction solutions.

Our initial commercialization efforts are focused on validating and scaling this model throughout the United States, Canada and Mexico through our strategic relationship with Ergon. We believe Ergon’s extensive industry experience, infrastructure, customer relationships and international footprint may also provide a platform for pursuing broader commercialization opportunities as additional applications and markets are developed. We believe Ergon’s industry experience, infrastructure, and established customer relationships provide a foundation for introducing our technology to asphalt market participants. While our principal commercialization efforts remain focused on North America, we have also begun pursuing commercialization opportunities in Southeast Asia. We currently anticipate restarting and ramping up operations at our BioFraction facility in Sabah, Borneo during 2027 as we advance commercialization activities and complete planned pilot projects in the region. We intend to work alongside our strategic partners, where appropriate, to support the licensing and deployment of our integrated technology platform in additional markets.

To support our expansion in Southeast Asia, we have established Verde Resources Asia Pacific Pte. Ltd. (“VRAPPL”), which will serve as our regional corporate hub for licensing, business development, and commercialization activities. We intend to leverage our existing presence in Southeast Asia, including our BioFraction facility in Sabah, Borneo, to support future opportunities involving engineered biochar production, technology licensing, and infrastructure applications in the region.

Sources and Availability of Raw Materials

While we do not directly produce our cold mix BioAsphalt^™ surface course material, the key components of our current go-forward formulation are our engineered biochar, Ergon’s engineered emulsion and 100% RAP. We entered into a formal supply agreement with BSL to secure a reliable U.S.-based supply of engineered biochar. BSL’s facilities are capable of producing designer-grade biochar tailored to our specifications for product testing and for use in commercial applications. Oregon Biochar Solutions, the subsidiary of BSL, is a related party as Karl Strahl, the Chief Operating Officer of Oregon Biochar Solutions, is also a member of our board of directors (the “Board”).

Ergon supplies the engineered emulsion utilized in our current 100% RAP cold recycling BioAsphalt^™ formulation. RAP is a widely available recycled paving material that is sourced in connection with individual road projects and consists of reclaimed asphalt pavement that can be processed and reused in new pavement applications.

We are in discussions with existing facilities to establish supplies of biochar in Canada and Mexico. In Southeast Asia, our BioFraction facility in Sabah, Borneo is expected to produce up to 1,080 tons of biochar the first year, and 1,350 tons annually thereafter to our required specifications. We anticipate utilizing this facility as our primary regional supply source. We currently anticipate restarting and ramping up operations at the facility during 2027 as we progress our relationship with Highway and complete planned pilot projects in Singapore. The timing and extent of the ramp-up will depend on the development of regional demand for our engineered biochar, including demand resulting from the Singapore initiative and additional regional licensing opportunities.

The proposed licensing structure for the BioAsphalt^™ in Asia will be managed through VRAPPL, which will serve as the primary regional hub for licensing, commercial collaborations, business development, and market expansion activities. Under this model, qualified licensees throughout Southeast Asia will obtain rights to utilize our BioAsphalt^™ technologies and formulations through Verde Singapore.

Verde Malaysia, will focus primarily on manufacturing and production operations, including the sourcing and processing of palm-oil waste feedstock, production of engineered biochar, and management of biochar supply activities from its Sabah, Borneo facility. Licensees may procure engineered biochar produced by Verde Malaysia to support their licensed BioAsphalt^™ applications, facilitating the utilization of existing inventory and the expansion of localized production capacity to meet regional demand.

We plan to further refine our BioFraction technology to produce designer-blend biochar specifically tailored for our proprietary asphalt formulations and to license the BioFraction technology to qualified palm-oil waste processors throughout Southeast Asia. These processors would convert palm waste into specialized biochar suitable for our applications while supporting the generation of certified carbon removal credits.

We expect to generate revenue through technology licensing fees, carbon credit royalties, and margins from biochar supplied to licensed partners. This asset-light licensing model is designed to enable scalable expansion of our biochar supply chain with limited capital expenditure while supporting the broader adoption of carbon-sequestering infrastructure solutions throughout the Asia-Pacific region.

Distribution Network and Marketing

Our commercialization strategy combines technology licensing with the direct supply of key proprietary inputs required to produce our sustainable infrastructure solutions. While we do not directly distribute finished road construction products, we leverage the established distribution channels, customer relationships, and production capabilities of strategic collaborators and licensees to efficiently commercialize our technologies.

A core component of our business model is the supply of our proprietary engineered biochar, a critical input in the production of BioAsphalt^™ and other biochar-based construction materials. Our engineered biochar is designed to deliver the consistency, quality, and performance characteristics required for commercial-scale applications, including enhanced mix performance, durability, and support for carbon removal credit generation.

Under the MCCA with Ergon, we are the preferred supplier of engineered biochar for incorporation into Ergon’s asphalt products, including asphalt emulsions and liquid binders, for multiple road applications, initially focusing on our 100% RAP cold recycling BioAsphalt^™ formulation. Ergon will leverage its extensive production capabilities, customer relationships, and distribution network to support commercialization of products incorporating our technologies. Ergon has an extensive international footprint, with assets, operations, support capabilities or licenses across approximately 110 countries. We believe this global network provides a potentially scalable platform through which our engineered biochar and related carbon-removal technologies could be introduced into additional markets as commercial applications are developed, subject to applicable contractual arrangements, regulatory requirements and market conditions.

Customers

Our target customer base consists of companies involved in road construction, asphalt production, infrastructure development, and other applications requiring or benefiting from sustainable construction materials, as well as governmental and public infrastructure entities. Our commercialization strategy is focused on collaborating with established industry participants that possess the manufacturing capabilities, distribution networks, and customer relationships necessary to deploy our technologies at scale.

As discussed above, we have entered into the MCCA and Ergon License, which establish a long-term strategic collaboration to develop and commercialize innovative road construction and building material applications incorporating our engineered biochar and related technologies. Under this relationship, Ergon will leverage its existing customer base, technical expertise, manufacturing capabilities, and industry relationships to lead commercialization efforts and customer engagement for products incorporating our technologies.

Our role is to supply engineered biochar and provide technical support for the development and deployment of these applications. As new road construction solutions are developed, we expect to manufacture and distribute engineered biochar tailored to the specific requirements of each application and supply such materials to Ergon and its customer network. These customers include asphalt producers, mixing plants, contractors, and other infrastructure participants that have the ability to manufacture, deploy, and utilize sustainable road construction materials in accordance with applicable industry and Department of Transportation specifications.

Through this collaborative model, we believe our partnership with Ergon provides a scalable pathway to introduce carbon-sequestering infrastructure solutions to a broad range of downstream customers and market segments, including:

State Departments of Transportation (DOTs), Local Municipalities, and U.S. Federal Agencies

DOTs are among the largest purchasers of asphalt materials, responsible for the construction and maintenance of public highways. As they implement carbon accounting frameworks and pursue emissions reduction mandates, our carbon-negative technologies offer a compelling, policy-aligned solution.

Municipalities manage local roads, subdivisions, and emergency repairs. Our cold mix asphalt, which requires no heating and minimal equipment, is ideal for off-season maintenance and budget-sensitive repairs, enabling year-round infrastructure improvements with reduced logistical complexity.

Federal agencies, including the Department of Defense and the Department of Transportation, are under increasing pressure to source sustainable and low-emission materials. Our technologies meet both environmental goals and practical needs, such as performance in cold or remote conditions and reduced emissions during installation.

Private Sector Contractors & Developers

Contractors and developers are seeking to enhance their “Environmental, Social, and Governance” (known as ESG) credentials and qualify for green financing or tax incentives. By integrating our solutions, they can offer carbon-negative infrastructure without disrupting existing construction workflows, meeting market demand while advancing sustainability objectives.

Competition

Competitive Landscape

The construction materials industry is dominated by large, established public and private companies that compete primarily on cost, scale, logistics, and supply chain efficiency. These incumbents often have extensive production capacity, longstanding customer relationships, and significant influence over industry standards. Many are substantially better capitalized than we are and have decades of experience in the construction space. While historically slow to innovate, many of these companies are now investing in sustainable product development to meet regulatory pressure and market demand for greener infrastructure.

In parallel, the carbon removal and offset sector represents a fast-growing and increasingly competitive space. It includes a mix of climate-tech startups, project developers, environmental consultancies, and digital platforms focused on digital measurement, reporting, verification (“dMRV”), and carbon removal credit issuance. These entities operate across various methodologies ranging from nature-based solutions like reforestation and regenerative agriculture to engineered approaches, such as direct air capture and biochar-based removal.

What we believe differentiates us is our ability to embed carbon removal directly into essential infrastructure products like roads and generate verified carbon removal credits from every mile paved. Unlike firms focused solely on offset trading or dMRV, we deliver physical carbon drawdown through material innovation, creating a defensible position at the intersection of two massive and converging industries: construction and climate.

At this time, we are not aware of any other company commercializing engineered biochar specifically designed for road construction applications, particularly in a pelletized form optimized for integration into asphalt mixtures. We believe this represents a unique competitive advantage within the emerging carbon-sequestering infrastructure market. Our Net Zero Blueprint for asphalt combines engineered biochar, proprietary formulations, and carbon accounting methodologies to enable the production of cold-applied, biochar-infused asphalt while supporting the generation of certified carbon removal credits. This approach has been validated through testing at the NCAT Test Track, supported by carbon removal certification and validation frameworks developed with organizations including Isometric and Puro.earth, and further advanced through commercial validation activities, including early carbon credit purchases by a major financial institution and our strategic collaboration with Ergon.

Rather than competing directly with traditional hot mix asphalt producers, our business model is designed to enable existing industry participants to adopt lower-carbon asphalt solutions through licensing, technology collaboration, and the supply of engineered biochar. By incorporating our technologies into existing production and distribution networks, asphalt producers can transition toward cold-applied, biochar-enhanced asphalt solutions without requiring significant changes to their existing infrastructure or operations. These solutions have the potential to reduce reliance on energy-intensive heating processes, lower greenhouse gas emissions, and enable year-round paving applications.

While other companies are developing sustainable construction materials and carbon removal technologies, we believe our differentiated approach lies in the integration of engineered biochar, asphalt applications, and carbon credit generation within a scalable commercialization model. We believe this combination provides a significant opportunity to support the decarbonization of infrastructure while creating additional economic value through the generation and commercialization of carbon removal credits.

Our Competitive Advantages

Despite the competitive nature of our industry and the relatively small size of our company, we believe we have certain competitive advantages, and we believe we will be able to capture a good market share through the following:

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Scalable Licensing Model: We intend to pursue an asset-light commercialization model that combines technology licensing, strategic collaborations, and the supply of proprietary engineered biochar and related technologies. Through our collaboration with established industry participants, such as Ergon, we seek to integrate our proprietary technologies into existing manufacturing, distribution, and customer networks, accelerating adoption of carbon-sequestering infrastructure solutions without requiring significant capital investment in downstream production facilities. Under this model, our customers and licensees will leverage their existing operational capabilities, market access, and industry relationships, while we focus on technology development, engineered biochar production and supply, carbon credit generation services, and continued innovation of our product platform. This approach is designed to enable scalable deployment across multiple geographies and applications while supporting the localized production of lower-carbon construction materials and the generation of verified carbon removal credits.   Next-Generation Road Technologies: Our products have been tested and shown to be more durable, cost-effective, and environmentally friendly than traditional hot mix asphalt for surface courses and cement- or lime-based methods for soil stabilization.   Carbon Impact: Our products can help contractors and infrastructure companies reduce their Scope 1 emissions (direct GHG emissions), Scope 2 emissions (indirect GHG emissions from the generation of energy that an organization consumes), and Scope 3 emissions (indirect GHG emissions that occur throughout an organization’s value chain as a result of its activities), enabling a path toward net-zero operations. Compared to traditional hot-mix asphalt products, our cold-mix biochar asphalt produces fewer emissions, including by eliminating high-temperature processing and requiring less electricity during manufacturing, being fully recyclable, and taking advantage of local and low-carbon sourcing of raw material inputs.   Carbon Credit Generation: Unlike traditional materials, our solutions enable the creation of verified carbon removal credits, opening new revenue streams for our company, our commercial partners and their customers while helping them meet ESG and Net Zero goals.   Integrated Model: We combine proprietary building material technologies with carbon credit generation, offering both product and environmental value.   Verified Carbon Removal: Our use of biochar enables the generation of third-party certified carbon removal credits, backed by measurable data.   Asset-Light Expansion: Through licensing agreements and local commercial collaborations, we believe we can scale efficiently without heavy capital investment.   Policy and ESG Alignment: Our solution aligns with global Net Zero targets, Scope 1, 2, and 3 emissions reductions, and climate-resilient procurement policies.   First-Mover Positioning: We believe we are among the first to successfully commercialize asphalt-integrated biochar with verified carbon credits in the U.S.

While this market is highly competitive, we believe in our competitive advantages. We are focusing on the following strategies to further expand our horizons and fuel further growth:

Seasonality

Our engineered biochar and cold mix asphalt can be produced year-round and is well-suited for stockpiling, allowing for placement in virtually any season, including in colder climates where traditional hot mix asphalt cannot be applied. While seasonality may influence construction activity timing, particularly in winter-prone regions, it does not impact the production, storage, or licensing of our technologies.

As a result, our business operations are not materially affected by seasonality. We maintain the ability to license, supply, and support deployment year-round, ensuring consistent commercial activity and project readiness regardless of climate.

Intellectual Property

We currently maintain rights to the key technologies we use. Our engineered biochar formulation and manufacturing processes, Verde V24, the TerraZyme enzyme, and the catalytic BioFraction process, are all held as trade secrets.

We developed our engineered biochar formulation and manufacturing processes in collaboration with BSL. Through our BSL Supply Agreement, BSL produces engineered biochar for us on a “white label” basis. We have agreed with BSL to jointly file for U.S. and/or international patent protection for the designer-blend biochar formulation, with all patent rights to be owned jointly by us and BSL on an undivided equal partial interest basis. The initial term of the BSL Supply Agreement is eighteen months, and we have agreed to negotiate a subsequent agreement with BSL on or before June 30, 2027. If the subsequent agreement is not entered into by June 30, 2027, the BSL Supply Agreement will continue month to month until terminated in accordance with its terms.

Through our C-Twelve Agreement, we hold an exclusive, ten-year license in the U.S, Canada and Mexico to produce and sell end-product asphalt surface course materials containing Verde V24 and have the option to sub-license use of Verde V24 to produce end-product asphalt surface course materials. Pursuant to the C-Twelve Agreement, we are required to pay C-Twelve a $1 million exclusive licensing fee and concurrently provide C-Twelve with the $2 million C-Twelve Loan. We are required to fund the C-Twelve Loan and the $1 million licensing fee to C-Twelve (the proceeds of which are expected to be used by C-Twelve in part to enhance its Verde V24 manufacturing capability) within thirty (30) days of closing of a transaction in which our Common Stock becomes listed on a U.S. national exchange, provided that if such funding is not achieved by July 31, 2026, C-Twelve shall have the right, on ten (10) business days’ notice, to hold us in breach of the C-Twelve Agreement. As of the date of this Annual Report, such funding has not been achieved. The C-Twelve Agreement also provides for a potential conditional fee payment to C-Twelve in 2027 based on agreed to minimum amounts of liters of Verde V24 which we may purchase from C-Twelve. See “Risk Factors - We have not funded certain amounts required under our agreement with C-Twelve, and C-Twelve may assert that we are in breach of the agreement, which could result in disputes, additional costs or other adverse consequences.”

We currently have access to the TerraZyme enzyme through a Memorandum of Understanding (the “NPI MOU”) with Nature Plus Inc. (“NPI”). We entered into the MOU with NPI to formalize our collaboration on the NCAT test track project discussed above and to explore possible subsequent business opportunities arising from the successful completion of the NCAT testing, including a possible license for TerraZyme. The NPI MOU is effective until December 31, 2026, or until earlier replacement by a definitive agreement. We are currently in negotiations with NPI for a definitive agreement that would contain an exclusive worldwide license to our company for TerraZyme.

Our subsidiary, Verde Resources Asia Pacific Limited (“VRAP”) is the proprietor of a technical process known as the “Catalytic Biofraction Process” (the “Biofraction Process”) and an exclusive license is assigned to our other subsidiary, Verde Resources (Malaysia), for the application of the Biofraction Process in our facilities in Sabah, Borneo. The Biofraction Process is a slow pyrolysis process using a proprietary catalyst to depolymerize palm biomass wastes (empty fruit bunches or palm kernel shells) in temperature range of 350 degrees Celsius to 500 degrees Celsius to yield commercially valuable bio products: bio-oil, wood vinegar (pyroligneous acid), biochar and bio-syngas. The intellectual property is a second-generation pyrolysis process where non-food feedstock like palm biomass wastes is used as feedstock.

We hold no issued patents at this time. We previously filed a provisional patent application in the U.S. covering our complete cold mix asphalt design and system, including Verde V24. As our collaboration with Ergon has progressed, we have strategically elected not to further pursue this provisional application. Going forward, we intend to collaborate with Ergon on the development of additional innovations that combine our engineered biochar technology with Ergon’s liquid asphalt products and expertise. Any new intellectual property arising from these collaborative developments will be addressed in accordance with the terms of our commercial agreement with Ergon, including applicable rights, ownership and commercialization arrangements.

We continue to see trade secret protections as essential to maintain the secrecy of the proprietary formulations we use and we believe trade secret protections reduce the risk of reverse engineering our technologies. However, we also believe there is significant value to be gained from seeking patent protection of our larger systems that integrate our trade secret technologies, including the ability to enforce such patents against any parties who may infringe upon them. As we grow, our plan is to invest more in registered patent protection to the extent we feel such protection is superior to trade secret protection, which has the benefit of maintaining the privacy of critical aspects of our technology.

As our proprietary rights to our key technologies are currently in the form of trade secrets, which we seek to protect by entering into non-disclosure and confidentiality agreements with parties who have access to such technologies, and not protected by patents or other more secured means, we face significant risks related to our limited ability to enforce confidentiality or enforce a claim that a party illegally disclosed or misappropriated any trade secrets, as further discussed under “Risk Factors – If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.”

Governmental Approvals and Regulation

Governmental Approvals

Because our business is centered around a licensing and supply model because and we do not currently manufacture products or directly perform installation activities, we are not currently subject to material regulatory requirements associated with the manufacture or installation of our products. Manufacturing, production, distribution and deployment activities are generally conducted by our suppliers, licensees, customers and other strategic collaborators, who are responsible for compliance with applicable federal, state and local laws and regulations in their respective jurisdictions. We work collaboratively with these parties to support compliance with applicable requirements relating to products and technologies incorporating our engineered biochar and other technologies.

Commercial deployment of our technologies may be subject to applicable material standards, testing protocols, certifications, permits, regulatory approvals and other third-party requirements. Depending on the particular product, application and jurisdiction, these may include:

The responsibility for obtaining and maintaining applicable permits, approvals, certifications and other authorizations may rest with us or, depending on the particular activity, with our suppliers, licensees, customers or other strategic collaborators.

With respect to our BioFraction facility in Sabah, Borneo, we are not aware of any material regulatory issues that would prevent the facility from resuming operations. We have established the required operational framework and obtained the necessary licenses, permits, and approvals to recommence production activities and return the facility to full operational capacity. As we expand our operations and commercial deployments, we will continue to monitor applicable regulatory requirements and work collaboratively with our suppliers, licensees, customers and other strategic collaborators to support compliance with applicable laws, regulations and other requirements.

Environmental Laws

Under our current business model, manufacturing and certain other production and deployment activities are generally carried out by our suppliers, licensees and other strategic collaborators, who are responsible for complying with all applicable environmental laws and regulations in their respective jurisdictions. We work collaboratively with these parties to support adherence to applicable environmental requirements and sustainability standards throughout the production and deployment process.

We currently do not experience any material effects from, or incur material costs related to, compliance with environmental laws and regulations. However, as our operations and commercial deployments expand, applicable environmental requirements may change or become more significant to our business, and we will continue to monitor such requirements.

Insurance

We maintain insurance coverage that we believe is consistent with the customary practices of companies of comparable size and stage of development and is adequate to support our ongoing operations and planned growth initiatives. In connection with our strategic agreements, including the MCCA with Ergon, we are required to maintain certain minimum levels of insurance coverage. We have obtained the required insurance coverage to support our commercial activities, including coverage related to product liability, transportation, and other operational risks associated with the supply and distribution of our engineered biochar and related technologies. We periodically evaluate the cost, availability and adequacy of our insurance policies as our business evolves. We have also evaluated the cost, availability, and practicality of obtaining business interruption insurance and determined that, given our asset-light operating model and current stage of development, such coverage is not commercially feasible at this time. As a result, we do not maintain business interruption insurance for our U.S. operations or our Sabah, Borneo BioFraction facility. Consequently, we may be exposed to unrecoverable losses in the event of a disruption to our operations, as further discussed under “Risk Factors – Risks Related to Our Business – We do not carry business interruption insurance and could incur unrecoverable losses if our business is interrupted.”

Employee and Human Capital

As of September 14, 2026, we had the following employees and consultants:

We have a total of 23 employees and representatives, including eight independent consultants. Of these, fifteen are based in the United States, including our eight consultants. The remaining eight individuals are based in Malaysia, where they support local operations under the oversight of U.S.-based senior management.

None of our employees are members of a trade union. We believe we maintain strong relationships with our team and, to date, have not experienced any strikes, work stoppages, or material labor disputes. We intend to hire more staff to assist in the development and execution of our business operations.

Corporate History and Structure

Verde Resources, Inc. was incorporated on April 22, 2010, in the State of Nevada. We currently have five wholly owned subsidiaries, one majority-owned subsidiary, and two wholly owned indirect subsidiaries, with Verde Renewables acting as our primary operating company.

The following diagram illustrates our current corporate structure:

The following paragraphs discuss our reclassifications, mergers, consolidations, and non-ordinary course purchases and sales of significant assets throughout our corporate history.

Acquisition of Verde Resources Asia Pacific Limited (“VRAP”)

On October 25, 2013, we entered into an Assignment Agreement for the Assignment of Management Right in Merapoh Gold Mines in Malaysia (the “Assignment Agreement”) with Federal Mining Resources Limited (“FMR”), a company incorporated under the laws of the British Virgin Islands. FMR owned 85% equity interest in Champmark Sdn Bhd, a private limited liability company incorporated in Malaysia. CSB the Mining Contractor of the Mining Lease for Site IV-1 at the Merapoh Gold Mine (the “Mining Lease”) under the Contract for Work with MMC Corporation Berhad, the Permit Holder of the Mining Lease.

Under the terms of the Assignment Agreement, FMR had assigned its management rights of CSB’s mining operation in the Mining Lease to us, through FMR’s wholly-owned subsidiary VRAP in exchange for 80,000,000 shares of our Common Stock, which constituted 95.26% of our issued and outstanding capital stock as of and immediately after the consummation of the acquisition. VRAP was formed on February 7, 2013, by FMR to monitor the CSB operation. The acquisition of 100% of the issued and outstanding capital stock of VRAP was agreed upon on October 18, 2013, and completed on October 25, 2013. Pursuant to the Assignment Agreement, and a Supplementary Agreement dated February 17, 2014, on further clarifications to the Assignment Agreement signed by the company with FMR, FMR’s 100% interest in VRAP was transferred to us at a consideration of one dollar ($1.00).

On April 1, 2014, the board of directors of VRAP notified FMR of the decision to exercise its option to purchase an 85% equity interest of CSB pursuant to Section 3.2.4 of the Management Agreement dated July 1, 2013, between VRAP and FMR. This acquisition was completed on April 1, 2014, with consideration of $1, and VRAP then became an 85% shareholder of CSB.

With the above transactions, VRAP became a wholly-owned subsidiary of our company and CSB, its 85% deemed indirect subsidiary.

CSB Acquisition

On October 20, 2021, VRAP completed the acquisition of the remaining 15% equity interest in CSB from Lamax Gold Limited (“LGL”) for total consideration of MYR 150,000 (approximately $36,130 as of the date of this transaction).

Verde Life, Inc. Incorporation

On July 7, 2021, through our wholly-owned subsidiary VRAP, we entered into a Product Supply Agreement (the “Product Supply Agreement”) with MRX Xtractors, LLC (“MRX”), an Oregon limited liability company. On November 15, 2021, we formed a wholly owned subsidiary, Verde Life, Inc., under the laws of the State of Oregon to facilitate the relationship with MRX. We terminated our business in the distribution of CBD products upon the expiry of the Product Supply Agreement on July 6, 2024.

Establishment of Missouri Entities

On August 10, 2021, we formed a wholly owned subsidiary, Verde Renewables, for the purpose of conducting business in Missouri related to biochar. Another entity, Verde Estates, LLC, was also formed on August 10, 2021, to own property in Missouri. Verde Estates, LLC is a wholly owned subsidiary of Verde Renewables.

Establishment of Verde Malaysia

On January 17, 2022, we formed a wholly owned subsidiary, Verde Resources (Malaysia) Sdn Bhd, a company incorporated under the laws of Malaysia, for the purpose of conducting consultation services and distribution of renewable agricultural commodities.

On March 23, 2022, through Verde Malaysia, we entered into a Sale of Shares Agreement (“SSA”) with The Wision Project Sdn Bhd, a company incorporated under the laws of Malaysia, to acquire the one hundred percent (100%) of the issued and paid up ordinary shares in Wision. This transaction closed in May 2022. Jack Wong, our current chief executive officer and chairman, was the director and sole shareholder of Wision at the time of its acquisition. At the time of the company’s acquisition of Wision, Mr. Wong had no affiliation with the company.

Chesterfield Property Acquisition

On April 29, 2022, our wholly-owned subsidiary Verde Renewables closed on the purchase of residential property located in Chesterfield, Missouri (the “Chesterfield Property”). The purchase price for the Chesterfield Property was $750,000.00, paid at closing with cash on hand. The Chesterfield Property was subsequently sold to our Chief Executive Officer, Jack Wong, on December 10, 2024, at a purchase price of $857,500.

Sale of CSB

On March 13, 2023, through VRAP, we entered into a Share Sale Agreement (the “SSA Agreement”) with Jusra Mining Merapoh Sdn Bhd (“JMM”), a company incorporated under the laws of Malaysia, to sell the entire issued and paid-up share capital of CSB, our indirect wholly-owned subsidiary engaged in mining activities. Under the terms of the SSA Agreement, the consideration for the sale of CSB would be satisfied in full by the payment of Malaysia Ringgit MYR 500,000. The transaction closed on April 20, 2023.

Also on March 13, 2023, we entered into a Settlement of Debts Agreement (the “SDA Agreement”) with CSB and a two year term period promissory note with CSB’s creditor, a related party, Borneo Oil Corporation Sdn Bhd (the “Creditor”), to settle in full a total of US $675,888 of CSB’s account payable to the Creditor either in cash or by the issuance of new shares of our Common Stock. On August 16, 2024, we entered into a Supplementary Agreement to the SDA Agreement and Promissory Note with the Creditor to convert the total accounts payable of USD 675,888 into 9,655,542 shares of our Common Stock. A total of 9,655,542 shares of our Common Stock was issued on August 16, 2024, to Borneo Oil Berhad, the appointed nominee of the Creditor, to settle in full the total accounts payable to the Creditor.

Dissolution of Bio Resources Limited

Pursuant to an Intellectual Property Transfer Agreement dated October 15, 2025, Bio Resources Limited (“BRL”), a wholly owned subsidiary of the company, transferred to VRAP, another wholly owned subsidiary of the company, all rights, title and interest in the intellectual property known as Catalytic BioFraction Process at its carrying value of $30,192,771 as of that date. Following the completion of the transfer, BRL was administratively dissolved by being struck off the registers of the Labuan Financial Services Authority on October 19, 2025.

Establishment of Verde Resources Asia Pacific Pte. Ltd. (“VRAPPL”)

On March 30, 2026, the company established VRAPPL, a private company limited by shares incorporated under the laws of the Republic of Singapore and a wholly owned subsidiary of the Company. The subsidiary’s primary activity is research and experimental development in biotechnology (excluding medical sciences). The establishment of VRAPPL follows several months of discussions with the Economic Development Board (“EDB”) and Land Transport Authority (“LTA”) of the Republic of Singapore and advances the company’s previously stated strategy to license its Net Zero Blueprint and related technologies globally, beginning with Singapore as its Asia Pacific headquarters. This initiative is expected to support the future generation and trading of carbon removal credits and serve as a foundation for the company’s expansion across the region.

Available Information

As a public company, we are required to file our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements on Schedule 14A and other information (including any amendments) with the Securities and Exchange Commission (the “SEC”). The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You can find our SEC filings at the SEC’s website at www.sec.gov.

ITEM 1A. Risk Factors

Investing in our securities is speculative and involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this Annual Report, before deciding to invest in our securities. If any of the following risks materialize, our business, prospects, liquidity, financial condition and results of operation will likely be materially and adversely affected. In that event, the market price of our Common Stock could decline, and you could lose all or part of your investment. Some statements in this Annual report, including statements in the following “Risk Factors” section, constitute forward-looking statements. Please refer to the section entitled “Cautionary Note Regarding Forward Looking Statements.”

Risks Related to Our Business and Industry

Our current business has a limited operating history, and we continue to refine our business model, which makes it difficult to evaluate and compare our past performance with future prospects. Therefore, it is difficult to assess our ability to generate future revenue and earnings, making an investment in our company speculative.

Our company has engaged in several different and varied businesses since its formation in 2010, including businesses very different from our current business. We have only been engaged in our current business model since 2023. Therefore, our current business model is relatively new and unproven, and there is limited historical financial or operational data on which to evaluate our company. Furthermore, we continue to refine our strategies. Therefore, there is very limited and evolving or differing historical operating data on which to evaluate the results of and prospects for our current business model.

Moreover, given that our current business model is at its early stages, and particularly since under both the MCCA and Ergon License, Ergon is not currently required to purchase any minimum amounts of biochar or Verde 24 from us, it is impossible to know with any certainty whether our current business model will generate revenues or ultimately lead to positive cash flows or profitability. This makes evaluating an investment in our company speculative.

We have a history of operating losses and may never achieve cash flow positive or profitable results of operations.

We have never been profitable and have incurred significant losses and cash flow deficits. For the fiscal years ending June 30, 2026 and 2025, we reported net losses of approximately $3.44 million and $4.78 million respectively. At June 30, 2026, we had an accumulated deficit of approximately $21.71 million. If we cannot generate sufficient revenues, we would expect to continue to report losses until we can substantially increase our revenues, which we may be unable to do. There is therefore a risk that we will be unable to operate our business in a manner that generate positive cash flow or profit, and our failure to increase our revenues, generate positive cash flow and operate our business profitably would damage our reputation and stock price.

We are highly dependent on our relationship with Ergon, and our failure to successfully commercialize our products through Ergon could materially adversely affect our business.

On October 10, 2025, we entered into the Ergon License relating to Verde V24, and on July 1, 2026, we entered into the MCCA with Ergon. Under the MCCA, we act as a preferred supplier of engineered biochar to Ergon and provide carbon credit monetization and related services, while Ergon uses its good faith efforts to develop, manufacture and market products containing our engineered biochar. Our current go-forward commercialization strategy with Ergon is focused on combining Ergon’s asphalt liquids, including emulsions and liquid binders, with our engineered biochar across multiple road applications, initially focused on cold-paving applications. As a result, we expect that a significant portion, and potentially substantially all, of our near-term revenues will depend on Ergon’s ability and willingness to utilize our engineered biochar and successfully commercialize products incorporating our technology.

The MCCA sets forth non-binding annual target supply volumes of Ergon’s products for which Verde Renewables will aim to supply its engineered biochar. Accordingly, there can be no assurance that Ergon will purchase any minimum quantity of engineered biochar from us or generate meaningful revenues for us. Any future purchase requirements remain subject to negotiation and may not be established on favorable terms, or at all.

In addition, we have limited control over the commercialization of our products under both the Ergon License and the MCCA. Ergon is responsible for manufacturing, marketing, distribution, and customer adoption of asphalt products containing our technologies, and our ability to generate revenue is therefore dependent on Ergon’s operational execution, customer relationships, and market acceptance of products incorporating our technology.

Our economic participation in certain revenue streams is also subject to the terms of the Ergon License and MCCA, including arrangements pursuant to which a portion of carbon removal credits generated from the use of our products may be allocated to Ergon. These arrangements may reduce the revenues and margins we would otherwise realize from such activities.

Furthermore, our ability to supply Ergon is dependent on our access to key inputs, including our biochar which we obtain pursuant to the BSL Supply Agreement with BSL. Any disruption in our ability to obtain such inputs, including as a result of a breach or termination of the BSL Supply Agreement, could impair our ability to perform under the Ergon License and MCCA, respectively, and materially adversely affect our business, financial condition and results of operations.

Moreover, should either of the Ergon License or MCCA be terminated or we otherwise lose the business relationship with Ergon, it could result in a material decline in our revenue, profitability, and cash flow, leading to increased business risk and potential financial instability. We may also be unable to replace Ergon with a similar relationship in a timely manner or at all, which would have a material adverse effect on our viability as a company as well as our results of operations and stock price.

We are substantially dependent upon BSL for our supply of engineered biochar in the United States. Any loss of such supply, or breach by us of the agreements governing the supply to us of engineered biochar, could have a material adverse effect on our business.

Through our BSL Supply Agreement, BSL has agreed to manufacture, supply, distribute and white label engineered biochar for incorporation into our and our customer’s products. In return, we have agreed that BSL shall serve as our exclusive supplier of engineered biochar for asphalt and road construction applications in the United States. We are substantially dependent upon BSL to fulfill our supply obligations to Ergon under the MCCA. If BSL is unable to fulfill its obligations under the BSL Supply Agreement or is otherwise unable to meet our demands for engineered biochar in the United States, we could fail to meet our obligations under the MCCA and our business, financial condition, and results of operations would be materially adversely affected. Similarly, if we breach the terms of the BSL Supply Agreement with BSL or otherwise lose access to the engineered biochar supplied by BSL, our business, prospects, financial condition and results of operations would be materially adversely affected.

We are dependent on third-parties for the production of end-products containing our technologies, and the inability to perform by, or loss of, these third-parties would have a material adverse effect on our business, financial condition and results of operations.

We are reliant on a still developing business model where our licensees and customers are responsible for producing high-quality road material products based on or incorporating our proprietary technologies. As such, our success depends heavily on our ability to effectively manage and maintain these relationships, as well as the operational technologies provided to our licensees and customers. At the moment, we only have one such relationship, Ergon; however, we intend to pursue the same licensing and sales strategy globally with strategic, in-country relationships. Any failure to properly manage or oversee the use of our products sold or technologies licensed by these third-parties could negatively impact the quality and consistency of the end-products, and in turn, our reputation and ability to operate effectively.

We intend to invest significantly in information and operational technologies to support our licensees and customers, as well as to maintain operational efficiency. Some of these investments will involve complex, multi-year technology deployments that require specialized customization and project management to ensure they deliver the expected value. Our new technology infrastructure will be a mix of on-premises, hybrid, and cloud technologies, supported by both third-party outsourced service providers and internal resources. Any failure to properly manage the customization or deployment of these technologies within this complex operating environment could lead to additional costs, delays, or an erosion of the benefits realized from these investments.

Given the specific nature of the technologies we license and sell, we will be reliant on third-party specialists for implementation. Failure to secure appropriately skilled and experienced third-party specialists may increase the risk of unsuccessful implementations, delays, and higher costs. If we fail to ensure that our licensees and customers have the necessary support and technology investments at the right time, we risk losing our competitive advantage, reducing the quality of the end-products containing our technologies, or failing to comply with evolving laws and regulations.

In addition, our revenue and income potential for our business model is unproven and our business is continually evolving. Our success depends upon the sufficient acceptance and adoption by end users of products. Currently, our products have not been introduced into the commercial market at scale. We cannot predict how quickly, if at all, the potential end users will accept our products or our customers’ products that contain our technologies, or, if accepted, the extent of the purchase of our products or our customers’ products containing our technologies.

We therefore can give no assurance that we will be able to successfully implement our business model, our strategies or develop new products. Accordingly, our business model could expose us to significant risks, beyond those associated with operating our existing business, including difficulties with our licensees or customers and our incurrence of unanticipated liabilities and expenses, and may materially adversely affect our business, prospects, liquidity, financial condition and results of operations.

The generation of certified carbon credits through our proprietary technologies and asphalt applications is an untested business model, and the market for carbon credits is immature, highly volatile, and subject to rapid regulatory and commercial change.

A key component of our business strategy and growth plan relies on our ability to generate, certify, and monetize carbon removal credits (such as those issued through registries like Puro.earth) derived from the incorporation of our engineered biochar into asphalt and other applications. However, the process of qualifying, measuring, reporting, and verifying (MRV) carbon sequestered in civil infrastructure materials is relatively new, highly technical, and subject to evolving regulatory standards and registry methodologies.

We cannot assure you that we or our commercial partners (including Ergon, with whom we have agreed to share a portion of generated carbon credits) will successfully obtain or maintain certification for carbon removal credits at scale. Furthermore, the broader voluntary and compliance markets for carbon credits are highly fragmented, immature, subject to unpredictable price fluctuations, and lack standardized trading mechanics. Factors that could materially adversely affect our carbon credit monetization strategy include:

If we are unable to reliably generate, verify, and sell carbon credits at favorable prices, or if the market for infrastructure-based carbon removals fails to mature, our projected revenues, financial condition, and growth prospects could be materially and adversely affected.

Our memorandum of understanding with Highway in Singapore is non-binding and remains subject to pilot program validation of our engineered biochar carbon platform. We may never reach the stage of definitive documentation to commercialize our platform in Singapore.

Our proposed collaboration with Highway International Pte. Ltd. in Singapore represents a potential commercial pathway for our planned expansion in Southeast Asia. Under the Highway MoU entered into in August 2026, the parties contemplate that engineered biochar for the proposed Singapore initiative is expected to be supplied from our BioFraction facility in Sabah, Borneo.

However, the Highway MOU is non-binding, serves principally as a framework for future exploration and potential binding agreements and does not obligate either party to enter into a definitive licensing agreement or complete any transaction. To advance towards definitive documentation, our engineered biochar platform will need to be validated in a pilot program, and such validation may not occur. Our inability to capitalize on our opportunity in Singapore via the Highway MOU or otherwise would adversely impact our potential to generate revenues in the future.

We have not funded certain amounts required under our agreement with C-Twelve, and C-Twelve may assert that we are in breach of the agreement, which could result in disputes, additional costs or other adverse consequences.

Under the C-Twelve Agreement, we hold an exclusive ten-year license in the United States, Canada and Mexico relating to Verde V24. Pursuant to the C-Twelve Agreement and related addendum, we were required to pay C-Twelve an additional $1.0 million exclusive licensing fee and provide C-Twelve with a $2.0 million loan. If such funding was not achieved by July 31, 2026, C-Twelve has the right, upon ten business days’ notice, to hold us in breach of the C-Twelve Agreement. As of the date of this Annual Report, we have not provided C-Twelve with the $2.0 million loan or the $1.0 million licensing fee, however, C-Twelve has not provided us with notice declaring us in breach of the C-Twelve Agreement.

In August 2026, we received the completed NCAT report relating to testing of material utilizing C-Twelve’s emulsifier. The findings indicated that the C-Twelve material is not yet ready for commercial market deployment. We have shared the report with C-Twelve and have communicated with C-Twelve regarding the report and its findings.

Our current go-forward commercialization strategy with Ergon does not contemplate the use of Verde V24 and instead focuses on combining Ergon’s asphalt liquids, including emulsions and liquid binders, with our engineered biochar for multiple road applications. Accordingly, we do not currently expect our decision not to utilize Verde V24 in our go-forward commercialization strategy to materially adversely affect our business growth. Nevertheless, the C-Twelve Agreement remains in effect, and C-Twelve may provide notice of breach and exercise contractual remedies available to it as a result of our failure to satisfy the funding requirements. Any dispute regarding our obligations under the C-Twelve Agreement could require us to renegotiate the agreement, incur additional costs, engage in litigation or arbitration, or otherwise expend management and financial resources, any of which could adversely affect our business, liquidity, financial condition and results of operations.

We will depend upon a select number of customers for a significant portion of our revenue for the foreseeable future. Any failure or delay in payments by these customers would have a material adverse effect on our revenues and financial condition.

Under each of our biochar distribution model and our licensing model, we currently have a single customer, Ergon. For the foreseeable future, Ergon and selected customers of Ergon are expected to account for the majority of our revenue. As we work to expand each of our biochar distribution and licensing model in the U.S and globally, there will be a period of time in which our revenue is significantly dependent upon one or a small number of key customers. This customer concentration exposes us to a material adverse effect if any of these significant customers were to significantly reduce purchases for any reason or favor competitors or new market participants, and we can provide no assurance that any of these customers or any of our other customers will continue to utilize our products or our services at historic levels. Our customer concentration may also subject us to perceived or actual bargaining leverage that our key customers may have, given their importance to us. If our key customers seek to negotiate or renegotiate their agreements on terms less favorable to us and we accept such unfavorable terms, such unfavorable terms may have a material adverse effect on our business, results of operations and financial condition. Furthermore, industry consolidation and company failures could decrease the number of potential significant customers for our products and services. The decrease in the number of potential significant customers will increase our reliance on key customers and, due to the relative importance to us, may negatively impact our bargaining position and thus our profit margins. If we were to lose one of our key customers or have a key customer cancel a key program or otherwise significantly reduce its volume of business with us or fail to pay us in full for the goods or services purchased from us, our sales and profitability would be materially reduced and our business and financial condition would be seriously harmed.

We have recently entered into each of the Ergon License and MCCA, from which two agreements we anticipate predominantly all of our revenue will be derived in the immediate future. The loss of either of the Ergon License or MCCA, whether through our fault, such as by the failure of Verde V24 or our biochar, and the products in which either are incorporated to perform as desired, or for reasons outside of our control, such as material adverse changes to Ergon’s financial condition, could cause a material adverse impact on our business, operating results and financial condition. Additionally, any non-payment or delay in payment of the receivables under the Ergon License, MCCA, or similar agreements we may enter into in the future or any inability to collect receivables under the Ergon License, MCCA, or similar agreements, or enforce other contractual obligations, would have a significant material adverse effect on our revenues and financial condition.

Our future operating results are difficult to predict and may vary significantly from quarter to quarter, which may adversely affect the price of our Common Stock.

Our limited history in our current business model, together with our history of losses, make prediction of future operating results difficult. You should not rely on any growth we may experience in the future as any indication of future growth rates or operating results. Our valuation and the price of our Common Stock will likely fall in the event our operating results (notably our revenue growth, with the goal of achieving cash flow positive and profitable operations) do not meet the expectations of analysts and investors. Comparisons of our quarterly operating results may be an unreliable indication of our future performance because they are likely to vary significantly based on many factors, including:

Therefore, you should expect that our results of operations will be difficult to predict, which will make an investment in our company uncertain.

We may not enter into an exclusive license agreement with Nature Plus Inc for the TerraZyme technology.

On August 14, 2024, we entered into a memorandum of understanding (the “NPI MOU”) with Nature Plus Inc. (“NPI”) to formalize the collaboration on the NCAT test track project discussed in the section entitled “Business” above and explore subsequent business opportunities arising from the successful completion of the NCAT testing. The NCAT testing involved the application of TerraZyme technology for the stability of subgrade and base layers, with the overarching goal of advancing road construction methodologies. We agreed to jointly develop mixed designs and materials incorporating biochar with NPI, aiming to enhance performance and promote carbon sequestration. Under the terms of the NPI MOU, we intend to continue collaboration on future initiatives with NPI upon the successful completion of the NCAT testing, including soil stabilization and material development, carbon removal credits, certification and compliance, and possible exclusive rights to distribute TerraZyme. The NPI MOU is effective until December 31, 2026, or until replaced by an earlier definitive agreement. We are currently in negotiations with NPI for an exclusive worldwide license for TerraZyme.

If such a definitive license agreement for TerraZyme is not entered into, we would continue to utilize TerraZyme under the terms of the NPI MOU until its termination. Our engineered biochar and other proprietary technologies operate independently and are not reliant upon TerraZyme for their production or performance. The TerraZyme enzyme is considered a complimentary additive that may enhance material performance and potentially generate additional revenue opportunities. We view TerraZyme as an enhancement that could further diversify and strengthen our product portfolio within the sustainable road construction sector in North America.

It is important that we continue negotiations with NPI to either extend the MOU or enter into a definitive agreement or other arrangement that would allow the continued use of the TerraZyme enzyme. If such negotiations are unsuccessful, we may need to identify or develop a suitable substitute for TerraZyme. This process could require substantial time and resources and could delay our planned operational expansion in North America, which could have a material adverse effect on our business, operating results, and financial condition. Additionally, the inability to continue using TerraZyme could materially and adversely affect our potential product offerings and our overall operations, business performance, and financial condition as a result.

Our business depends on activity within the construction industry, which can be cyclical.

Economic and political uncertainty can impede growth in the markets in which we operate. Demand for our products could decline if companies and consumers are unable to obtain financing for construction projects or if an economic slowdown causes delays or cancellations of capital projects. State and federal budget issues sometimes undermine the funding available for infrastructure spending. The lack of available credit may limit the ability of states to issue bonds to finance construction projects, which could affect our business in general.

While our business operations cover a wide geographic area, our earnings depend on the strength of the local economies in which we operate due to the high cost of transporting our low-carbon asphalt products relative to their selling price. If economic conditions and construction spending decline significantly in one or more areas, our profitability will decrease.

Demand for our products, particularly in the infrastructure construction market, is also impacted by federal, state, and local budget and deficit issues, as well as demand from the private sector. Remote working trends or other factors that reduce vehicle miles driven can negatively impact revenue streams that fund roadway projects. Further, delays or cancellations of projects in the construction markets may occur if companies and consumers are unable to obtain financing for construction projects or if consumer confidence continues to be eroded by economic uncertainty.

We operate in a competitive industry where many companies are larger and better capitalized than we are.

Our industry is a highly fractured industry comprised of a wide range of companies, including large publicly traded companies and smaller privately held companies. Many of these companies operate on a global basis, have more experience in the industry than we do, and are larger and better capitalized than we are. While we are not presently aware of any direct competitors, which we define as companies that develop or commercialize road materials or applications that incorporate carbon-based or carbon-sequestering components into their mix designs, several of the companies within our industry have begun to prioritize research and development of sustainable alternatives to their traditional products, and it is possible that they may develop alternatives competitive with the solutions we offer. Further, we cannot eliminate the risk that, in the future, one or more third parties may attempt to, and may potentially succeed in, reverse-engineering or otherwise replicating or improving upon our proprietary technology.

Adverse public policy, economic, social and political situations in any country in which we operate could lead to a number of risks including health and safety risks for our people, a fall in demand for our products, business interruption and/or restrictions on repatriation of earnings.

We primarily operate across North America, with additional operations anticipated in Southeast Asia. The economies of these regions in which we operate are broadly stable. However, they are at varying stages of development, which presents multiple risks and uncertainties that could adversely affect our operations and financial results. These risks and uncertainties include:

We and our licensees or customers may be unable to respond in a timely and cost-effective manner to changes in consumer preferences.

The road and construction materials industry is subject to changing customer preferences. Even if we and licensees like Ergon are able to establish some measure of market penetration for our products, of which no assurances can be given, a shift in customer preferences away from what we offer would result in significantly reduced revenue. Our future success depends in part on our, our licensees’ and our customers’ ability to anticipate and respond to changes in customer preferences. Failure to anticipate and respond to changing customer preferences in the products we market could lead to, among other things, lower sales of products, significant markdowns or write-offs of inventory, increased product returns and lower margins. If we or our licensees are unable to anticipate and respond to changes in customer preferences, our results of operations in future periods will be materially adversely impacted.

We are dependent on certain key personnel and loss of these key personnel could have a material adverse effect on our business, financial condition and results of operations.

Mr. Jack Wong, our chairman and chief executive officer, has extensive contacts and experience in the green climate-tech industry in the United States and other countries. We are heavily dependent on his abilities and services to develop and market our business. He is responsible for overseeing the day-to-day operations of our operating company. However, we may not be able to retain his services for any specified period of time, and the loss of his leadership could have a material adverse effect on our business operations, financial condition, and results of operations. Additionally, under the terms of each of the Ergon License and MCCA, if Mr. Wong or Mr. Eric Bava, our director and chief operating officer, were to be removed from their respective positions with us for any reason other than for termination cause or voluntary resignation, Ergon would have the right to terminate each of the Ergon License and MCCA with little to no potential penalties. As we will be substantially reliant on each of the Ergon License and MCCA to generate the majority of our revenue for the foreseeable future, we are heavily dependent upon Mr. Wong and Mr. Bava’s continued service.

In addition to Mr. Wong and Mr. Bava, we must attract, recruit, and retain a qualified workforce of technically skilled employees in the United States to run our operations. Our ability to effectively implement our business strategies and expand operations depends on the successful recruitment and retention of highly skilled and experienced management and key personnel. If we are unable to maintain a strong management team, our business could face significant challenges, and you could lose any investment you make in our shares.

We may not be able to protect our proprietary technology and may become subject to intellectual property claims or litigation.

Our success depends, in part, on our ability to obtain and maintain intellectual property protection for our products and technologies and the confidentiality of proprietary trade secrets. Our success further depends on our ability to obtain and maintain trademark protection for our name and mark; to preserve our trade secrets and know-how; and to operate without infringing the intellectual property rights of others.

We face the risk that we may be unable to innovate and file new patent applications, or that if filed patent applications will result in granted patents. We cannot assure you that any of our patents pending will result in issued patents, that any current or future patents will not be challenged, invalidated or circumvented, that the scope of any of our patents will exclude competitors or that the patent rights granted to us will provide us any competitive advantage or protect our products. The intellectual property position of companies like ours is generally uncertain and involves complex legal and factual considerations and, therefore, validity and enforceability of intellectual property cannot be predicted with certainty. Patents may be challenged, deemed unenforceable, invalidated or circumvented. We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies are covered by valid and enforceable patents or are effectively maintained as trade secrets.

In addition, we face the risk our technology will be subject to claims, or be found, in the future to infringe upon the rights of others or be infringed upon by others. Moreover, patent applications are in some cases maintained in secrecy until patents are issued. The publication of discoveries in the scientific or patent literature frequently occurs substantially later than the date on which the underlying discoveries were made and patent applications were filed. Because patents can take many years to issue, there may be currently pending applications of which we are unaware that may later result in issued patents that our products or product candidates infringe. For example, pending applications may exist that provide support or can be amended to provide support for a claim that results in an issued patent that our product infringes. In such a case, others may assert infringement claims against us, and should we be found to infringe upon their patents, or otherwise impermissibly utilize their intellectual property, we might be forced to pay damages, potentially including treble damages, if we are found to have willfully infringed on such parties’ patent rights. In addition to any damages we might have to pay, we may be required to obtain licenses from the holders of this intellectual property. We may fail to obtain any of these licenses or intellectual property rights on commercially reasonable terms. Even if we are able to obtain a license, it may be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. In that event, we may be required to expend significant time and resources to develop or license replacement technology. If we are unable to do so, we may be unable to develop or commercialize the affected products, which could materially harm our business and the third parties owning such intellectual property rights could seek either an injunction prohibiting our sales, or, with respect to our sales, an obligation on our part to pay royalties and/or other forms of compensation. Conversely, we may not always be able to successfully pursue our claims against others that infringe upon our technology. Thus, the proprietary nature of our technology or technology licensed by us may not provide adequate protection against competitors.

In addition to patents, we rely on trademarks to protect the recognition of our company and product in the marketplace. We also rely on trade secrets, know-how, and proprietary knowledge that we seek to protect, in part, through confidentiality agreements with employees, consultants and others. We cannot assure you that our proprietary information will not be shared, our confidentiality agreements will not be breached, that we will have adequate remedies for any breach, or that our trade secrets will not otherwise become known to or independently developed by competitors.

Any adverse event or events related to our intellectual property could have a material adverse effect on our company and results of operations.

We face the risk of product liability claims that could be expensive, divert management’s attention and harm our reputation and business.

Our business exposes us to the risk of product liability claims that are inherent in the manufacturing and marketing of road and construction materials. Any side effects, manufacturing defects, misuse or abuse associated with use of our products could result in injury or death. The construction materials industry has historically been subject to litigation over product liability claims, and we face the risk that we may become party to product liability suits. We may be subject to product liability claims if the use of our products may cause, or merely appeared to have caused, injury or death. In addition, an injury that is caused by the activities of our licensees and suppliers, such as those who provide us with components and raw materials, may be the basis for a claim against us. Product liability claims may be brought against us by customers or any party selling or otherwise coming into contact with our products, among others. If we cannot successfully defend ourselves against product liability claims, we will incur substantial liabilities and reputational harm.

Our products may become subject to recall.

Any recall or market withdrawal of our products may delay the supply of those products to our customers and may impact our reputation. We can provide no assurance that we or our licensees will be successful in initiating appropriate market recall or market withdrawal efforts that may be required in the future or that these efforts will have the intended effect of preventing product malfunctions and the accompanying product liability that may result. Such recalls and withdrawals may also be used by our competitors to harm our reputation, which could have a material adverse effect on our business, financial condition and results of operations.

Legal requirements and governmental policies concerning the environment, health and safety and other areas of the law, as well as litigation relating to these matters, could affect our businesses and expose us to the risk of material environmental liabilities.

Many federal, state and local laws and regulations relating to, among other matters, air emissions (including carbon dioxide and other greenhouse gases) and other environmental, health and safety matters will impact our business. Some of our, or our licensees’ and customers’ operations require permits, which may impose additional operating standards and are subject to modification, renewal and revocation. Our, our licensees’ and our customers’ operations may from time to time involve the use of substances that are classified as toxic or hazardous within the meaning of these laws and regulations. Despite efforts to remain in compliance at all times with all applicable laws and regulations, the risk of liabilities, particularly environmental liabilities, is inherent in the operation of our business. These potential liabilities could result in material costs, including fines or personal injury or damages claims, which could have an adverse impact on our results of operations.

Moreover, future events, including changes in existing laws or regulations or enforcement policies, or further investigation or evaluation of the potential health hazards of our products or business activities may result in additional or unanticipated compliance and other costs. We, our licensees or our customers could be required to invest in preventive or remedial action, like pollution control, which could be substantial or which could result in restrictions on our operations or delays in obtaining required permits or other approvals.

Our, our customers’ and our licensees’ operations are subject to manufacturing, operating and handling risks associated with our products and the products our licensees manufacture using our products, including the related storage and transportation of hazardous substances and wastes. We may be exposed to hazards, including storage tank leaks, explosions, and discharges or releases of hazardous substances. These risks can subject us to potentially significant liabilities relating to personal injury, death or property damage, and may result in significant civil or criminal penalties, which could damage our business and harm our results of operations.

Future integrations of acquisitions of or combinations with other businesses may not be as successful as previous acquisitions and combinations.

We have a successful history of business combinations and integration of these businesses into our heritage operations. However, in connection with the integration of any other business that we acquire, there is a risk that we will not be able to achieve such integration in a successful manner or on the time schedule we have projected or in a way that will achieve the level of synergies, cost savings or operating efficiencies we forecast from the acquisition.

Any significant business acquisition or combination we might choose to undertake may require that we devote significant management attention and resources to preparing for and then integrating our business practices and operations. Based on our history, we believe we would be successful in this integration process. Nevertheless, we may fail to realize some of the anticipated benefits of any potential acquisition or other business combination that we pursue in the future if the integration process takes longer or is more costly than expected. Potential difficulties we may encounter in the integration process include the following:

The inability to obtain raw materials from suppliers in a timely manner would adversely affect our and our licensees’ ability to offer our products.

Our, our customers’ and our licensees’ ability to offer our products depends on the ability to obtain an adequate supply of engineered biochar from our suppliers, who will also be the indirect suppliers of our customers and licensees. Transportation delays may adversely impact our supply chain. Additionally, failure by our suppliers to provide us with products that meet our required quality standards on commercially reasonable terms, potential cybersecurity attacks on our suppliers, and failure to comply with legal requirements for business practices, could have a material adverse effect on our business, financial condition, or results of operations. Furthermore, we rely heavily or, in certain cases such as in the United States, exclusively, on one supplier for biochar supply. If this supplier decides to discontinue its relationship with us and we are unable to replace such supplier with another qualified supplier, our business, operating results and financial condition could be materially and adversely impacted.

Asphalt is sensitive to supply and price volatility.

Asphalt competition is often based primarily on price due to potentially volatile input costs and lower barriers to entry, which is highly sensitive to changes in supply and demand. Prices fluctuate significantly in response to relatively minor changes in supply and demand, general economic conditions and other market conditions, which we cannot control. When asphalt producers increase production capacity or more asphalt is imported into the market, an oversupply of asphalt in the market may occur if supply exceeds demand. In that case, asphalt prices generally decline, making traditional asphalt products cheaper and more competitive with our carbon sequestering solutions, which could have a material adverse effect on our business, results of operation, and financial condition. Further, we cannot be assured that prices for our carbon sequestering technologies, including asphalt products containing our engineered biochar sold by our customers and licensees, will not decline in the future or that such decline will not have a material adverse effect on our road construction product line.

We are subject to the many risks of doing business internationally, including but not limited to the difficulty of enforcing liabilities in foreign jurisdictions.

We are a Nevada corporation and, as such, are subject to the jurisdiction of the State of Nevada and the courts of the United States for purposes of any lawsuit, action or proceeding by investors. An investor would have the ability to effect service of process in any action against us within the United States. In addition, through Verde Malaysia and Verde Resources Asia Pacific Pte. Ltd., we are registered as a foreign corporation doing business in Malaysia and Singapore, respectively, and as such, are subject to the local laws of Malaysia and Singapore governing an investors’ ability to bring actions in foreign courts and enforce liabilities against a U.S. issuer, or any person, based on U.S. federal securities laws.

We will need to raise capital to satisfy our capital needs and grow our company. Future capital needs will require us to sell additional equity or debt securities that will dilute or subordinate the rights of our common stockholders, and our inability to raise capital when needed could cause our business to fail.

To develop our business as currently planned, we will need to raise additional capital. We expect that we will need to make investments to scale our operations before we can generate meaningful revenue. Moreover, our costs and expenses may be even greater than currently anticipated, and there may be investments or expenses that are presently unforeseen. In any case, we may be unable to raise sufficient capital to fund these costs and achieve significant revenue generation. Moreover, our future capital requirements are also difficult to predict with precision, and our actual capital requirements may differ substantially from those we currently anticipate.

As a result, we will need to seek equity or debt financing to finance a large portion of our future capital requirements. Such financing might not be available to us when needed or on terms that are acceptable, or at all. We will likely issue additional equity securities and may issue debt securities or otherwise incur debt in the future to fund our business plan. If we issue equity or convertible debt securities to raise additional funds, our existing stockholders will experience dilution, and the new equity (including preferred equity) or debt securities or other indebtedness may have rights, preferences, and privileges senior to those of our existing stockholders. If we incur additional debt, it may increase our leverage relative to our earnings or to our equity capitalization, requiring us to pay additional interest expenses.

Our ability to obtain the necessary capital in the form of equity or debt to carry out our business plan is subject to several risks, including general economic and market conditions, as well as investor sentiment regarding our business. These factors may make the timing, amount, terms and conditions of any such financing unattractive or unavailable to us. The prevailing macroeconomic environment may increase our cost of financing or make it more difficult to raise additional capital on favorable terms, if at all. If we are unable to raise sufficient capital, we may have to significantly reduce our spending and/or delay or cancel our planned activities.

We may also seek to raise additional funds through collaborations and licensing arrangements. These arrangements, even if we are able to secure them, may require us to relinquish some rights to our technologies, or to grant licenses on terms that are not favorable to us.

As a result of the foregoing, we might not be able to obtain any financing, and we might not have sufficient capital to conduct our business as projected, both of which could mean that we would be forced to curtail or discontinue our operations. If we cannot raise additional capital when we need or want to, our stock price, operations and prospects could be negatively affected, and our business could fail.

Failure to comply with the U.S. Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.

We are subject to the U.S. Foreign Corrupt Practices Act, which generally prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. In addition, we are required to maintain records that accurately and fairly represent our transactions and have an adequate system of internal accounting controls. Foreign companies, including some that may compete with us, are not subject to these prohibitions, and therefore may have a competitive advantage over us. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.

Changes in U.S. climate policy may adversely affect the demand for our solutions and our business prospects.

Climate change and decarbonization continue to influence government policy, regulatory frameworks, and commercial investment decisions in the United States and internationally. Changes in governmental priorities, legislation, regulations, executive actions, or incentive programs related to climate change, greenhouse gas emissions, renewable energy, carbon markets, or other environmental initiatives may affect demand for our products and technologies. Since 2025, the U.S. federal government has shifted federal policy to reflect a reduced emphasis on climate change and clean energy, including changes to environmental regulations, permitting, funding priorities, and implementation of certain climate-related programs. Additional legislative, regulatory, or administrative changes could further modify or eliminate incentives or other policies that support the adoption of low-carbon technologies.

Our products are designed to provide lower-carbon or carbon-negative alternatives to conventional materials. The commercial adoption of our products depends, in part, on customer demand for sustainable construction materials, the availability of governmental or private-sector incentives, carbon markets, and evolving environmental regulations. A reduction in support for climate-related initiatives or changes in customer preferences resulting from evolving policy, regulatory, or market conditions could reduce demand for our products, delay commercialization efforts, or adversely affect the willingness of our customers and end users to adopt our technologies. If such changes occur, they could have a material adverse effect on our business, prospects, financial condition, and results of operations.

If we fail to continue developing and improving upon our sustainable products, we may fall behind our competitors and our financial performance may be adversely impacted.

We operate in a competitive industry where the participants continuously develop innovative new products and solutions that enable their customers to work more efficiently, reduce their environmental footprint and realize greater cost savings. This is especially so in relation to changing customer preferences and demands for high-performance sustainability solutions with enhanced emissions and/or circularity profiles, including those with greater recycled content and/or innovations to existing products, that help them to deliver on their own climate or emissions-related commitments. Failure to continue leveraging innovation and other sustainability initiatives may allow other industry participants to develop their own technologies as alternatives to our solutions, potentially resulting in early obsolescence of our solutions, or our customers or licensees, including Ergon, choosing to purchase such alternatives instead of our solutions, which would have a material adverse effect on our business, financial condition and results of operations.

We contract with third parties for the manufacture of our technologies and expect to continue to do so for additional years. This reliance on third parties increases the risk that we will not have sufficient quality and quantities of products or such quantities at an acceptable cost, which could delay, prevent or impair our business development.

We rely, and expect to continue to rely, on third-party manufacturers for the production of our technologies. All of our technologies and products containing our technologies are manufactured by third parties, therefore our ability to increase production going forward will depend upon the experience, certification levels, and large-scale production capabilities of those third parties’ manufacturers. This reliance on third parties increases the risk that we will not have sufficient quality and quantities of products or such quantities at an acceptable cost, which could delay, prevent or impair our business development.

A number of our projects/contracts are complex, spanning multiple parties, years and/or products, and our future financial results may be adversely affected if we incorrectly forecast project budgets, deliver projects that do not meet contracted standards, or fail to deliver on time.

Across our business lines, we will enter into contracts for complex, multi-year projects that comprise multiple product lines and as such we will be exposed to inherent risks related to forecasting and budgeting, project management and delivery, and quality control. If we fail to manage these risks effectively, we could suffer severe consequences that may have a material adverse effect on our business, financial condition and results of operations. In addition, any failure to manage these risks may also impact our customers’ or licensees’ ability to bid for and/or win future projects or contracts, which could reduce our profitability and damage our reputation among our customers and licensees, or potential customers and licensees.

Changes in interest rates could negatively impact our results of operations, stockholders’ equity (deficit) and fair value of net assets.

Interest rates can fluctuate for a number of reasons, including changes in the fiscal and monetary policies of the federal government and its agencies, such as the Federal Reserve. Federal Reserve policies directly and indirectly influence the yield on our interest-earning assets and the cost of our interest-bearing liabilities. The availability of derivative financial instruments (such as options and interest rate and foreign currency swaps) from acceptable counterparties of the types and in the quantities needed could also affect our ability to effectively manage the risks related to our investment funding. Our strategies and efforts to manage our exposures to these risks may not be effective in the future, which could negatively impact our results of operations and the price of our Common Stock.

We may be exposed to risks relating to management’s conclusion that our disclosure controls and procedures and internal controls over financial reporting are ineffective.

We do not have an independent audit committee and our Board may be unable to fulfill the functions of such a committee, which may compromise the management of our business. Our Board currently functions as our audit committee and is comprised of four directors, only one of whom is considered to be “independent” in accordance with the requirements of Rule 10A-3 under the Securities Exchange Act of 1934 or the Nasdaq Rules. An independent audit committee plays a crucial role in the corporate governance process, assessment of our processes relating to its risks and control environment, oversight of financial reporting, and evaluation of internal and independent audit processes. The lack of an independent audit committee may prevent the Board from being independent in its judgments and decisions and its ability to pursue the committee’s responsibilities, which could compromise the management of our business.

We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these weaknesses or otherwise fail to establish and maintain proper and effective internal controls, our ability to produce timely and accurate financial statements could be impaired, which could adversely affect our operating results, our ability to operate our business, our stock price and access to the capital markets.

As a public company, we are required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls. In addition, we are required to furnish a report by management on the effectiveness of our internal controls over financial reporting, pursuant to the rules and regulations of the SEC regarding compliance with Section 404 of the Sarbanes-Oxley Act. The process of designing, implementing and testing the internal controls over financial reporting required to comply with this obligation is time consuming, costly and complicated. We have identified material weaknesses in our internal controls over financial reporting relating to segregation of duties, formalized processes and documentation, regulatory reporting, the lack of an internal audit function, and the lack of an established audit committee. These material weaknesses have led to a conclusion that our internal controls over financial reporting and disclosure controls and procedures were not effective as of June 30, 2026. Our inability to remediate these material weaknesses, our discovery of additional control deficiencies or material weaknesses in internal controls, and our inability to achieve and maintain effective disclosure controls and procedures and internal controls over financial reporting could adversely affect our results of operations, our stock price and investor confidence in our company.

Our management intends to take action to begin remediating these material weaknesses we have identified in our internal controls over financial reporting; however, certain remedial actions have not started or have only recently been undertaken. We cannot be certain as to when remediation may be fully completed. In addition, we could in the future identify additional internal control deficiencies that could rise to the level of a material weakness or uncover other errors in financial reporting. During the course of our evaluation, we may identify areas requiring improvement and may be required to design additional enhanced processes and controls to address issues identified through this review. In addition, there can be no assurance that such remediation efforts will be successful, that our internal controls over financial reporting will be effective as a result of these efforts or that any such future deficiencies identified may not be material weaknesses that would be required to be reported in future periods.

If we fail to remediate these material weaknesses and maintain effective disclosure controls and procedures or internal controls over financial reporting, we may not be able to rely on the integrity of our financial results, which could result in inaccurate or late reporting of our financial results, as well as delays or the inability to meet our future reporting obligations or to comply with SEC rules and regulations. As a result, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Common Stock could decline. We could also become subject to investigations by the stock exchange on which our Common Stock is listed, the SEC or other regulatory authorities, which could require additional financial and management resources. Failure to remedy any material weakness in our internal controls over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

To remediate the identified material weaknesses, management has begun implementing a number of measures, including enhancing segregation of duties through the addition of accounting and finance personnel, formalizing internal control policies and procedures, improving documentation and review processes related to regulatory reporting, and taking steps to establish an independent audit committee and internal audit function. We may also engage third-party consultants to assist in the design and implementation of effective internal controls. While we believe these actions will improve our internal control environment, these remediation efforts will require time and resources, and there can be no assurance that they will be fully effective or completed in a timely manner.

Failure to have effective internal controls over financial reporting and disclosure controls and procedures can impair our ability to produce accurate financial statements on a timely basis and could lead to a restatement of our financial statements. If, as a result of the ineffectiveness of our internal controls over financial reporting and disclosure controls and procedures, we cannot provide reliable financial statements, our business decision processes may be adversely affected, our business and results of operations could be harmed, investors could lose confidence in our reported financial information and our ability to obtain additional financing, or additional financing on favorable terms, could be adversely affected.

We do not carry business interruption insurance so we could incur unrecoverable losses if our business is interrupted.

We are subject to risk inherent to our business, including equipment failure, theft, natural disasters, industrial accidents, labor disturbances, business interruptions, property damage, product liability, personal injury and death. We do not carry any business interruption insurance or third-party liability insurance or other insurance to cover risks associated with our business. As a result, if we suffer losses, damages or liabilities, including those caused by natural disasters or other events beyond our control and we are unable to make a claim against a third party, we will be required to bear all such losses from our own funds, which could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

We rely on trade secrets, including unpatented know-how, technology and other proprietary information, to maintain our competitive position. Currently, this relates most notably to the composition of and manufacturing process for our engineered biochar. However, trade secrets are difficult to protect. We limit disclosure of such trade secrets where possible but we also seek to protect these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties who do have access to them, such as our employees, contract manufacturers, consultants, advisors and other third parties. Despite these efforts, any of these parties may breach the agreements and may unintentionally or willfully disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. Moreover, if any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would be harmed.

Our trade secret protection, in particular for our biochar, is further complicated by the fact that we collaborate with BSL on biochar matters and have agreed that we will share intellectual property rights jointly in certain instances set forth in the BSL Supply Agreement.

Delays or interruptions in shipping products of our businesses could affect our operations.

We rely on third-parties to manage the distribution and transportation logistics of our products. Transportation logistics play an important role in allowing us to supply products to our customers. Any significant delays, disruptions or the non-availability of our transportation support system could negatively affect our operations. Transportation operations are subject to capacity constraints, high fuel costs and various hazards, including extreme weather conditions and slowdowns due to labor strikes and other work stoppages. If there are material changes in the availability or cost of transportation or distribution services, we may not be able to arrange alternative and timely means to transport our products at a reasonable cost, which could lead to interruptions or slowdowns in our businesses or increases in our costs.

Risks Related to Our Common Stock

We may not be successful in obtaining or maintaining a listing of our Common Stock on Nasdaq, which could adversely affect our business, financial condition and ability to raise capital.

We currently trade on the OTC market and are pursuing a listing of our Common Stock on the Nasdaq Stock Market. However, there can be no assurance that we will satisfy all applicable Nasdaq listing requirements or that Nasdaq will approve our listing application.

The process of pursuing a Nasdaq listing requires significant management attention and may result in substantial legal, accounting, consulting, regulatory and compliance costs. In addition, Nasdaq listing standards impose ongoing requirements relating to, among other things, stockholders’ equity, market value, corporate governance, independent directors, audit committee composition, public float and minimum bid price. Compliance with these requirements may require us to incur additional costs and devote significant management resources.

Even if our Common Stock is approved for listing on Nasdaq, there can be no assurance that we will be able to maintain compliance with Nasdaq’s continued listing standards. Failure to satisfy these standards could result in delisting of our Common Stock from Nasdaq, which could adversely affect the liquidity and market price of our securities, reduce analyst coverage and investor interest, limit our access to capital markets and impair our ability to raise additional financing on favorable terms, or at all.

If we are unable to obtain or maintain a Nasdaq listing, investors may experience reduced liquidity in our securities and our ability to execute our growth strategy could be adversely affected.

We will very likely be required to implement a reverse stock split in connection with a Nasdaq listing, which could adversely affect the market price and liquidity of our Common Stock.

Given the current low price per share of our Common Stock, in connection with our efforts to obtain and maintain a Nasdaq listing, we will very likely be required to implement a reverse stock split of our outstanding Common Stock. While a reverse stock split would reduce the number of outstanding shares and increase the per-share trading price of our Common Stock, there can be no assurance that the market price of our Common Stock will increase proportionately or remain at a level sufficient to satisfy Nasdaq’s continued listing requirements.

Reverse stock splits are often viewed negatively by investors and may result in increased stock price volatility, reduced trading liquidity and decreased investor interest. In addition, the market price of our Common Stock may decline following the implementation of a reverse stock split, and stockholders may experience a reduction in the aggregate market value of their investment.

Further, even if a reverse stock split is implemented and results in an increase in the market price of our Common Stock, there can be no assurance that we will satisfy all other Nasdaq listing requirements or that our Common Stock will continue to meet Nasdaq’s continued listing standards.

Actions we may take to satisfy Nasdaq listing requirements could result in dilution to existing stockholders.

In connection with our efforts to obtain and maintain a listing of our Common Stock on the Nasdaq Stock Market, we may be required to undertake financing transactions, equity issuances, reverse stock splits, or other capital structure changes to satisfy Nasdaq’s initial and continued listing requirements. In addition, we may issue shares of Common Stock pursuant to existing contractual obligations, equity compensation arrangements, consulting agreements, strategic partnerships, or other commitments that support our Nasdaq listing and growth objectives.

Any such transactions could increase the number of shares of Common Stock outstanding, dilute the ownership interests and voting power of existing stockholders, and adversely affect the market price of our Common Stock. Further, if we are required to raise additional capital to support our operations, satisfy listing requirements, or fund growth initiatives associated with becoming a Nasdaq-listed company, such financing may be dilutive to existing stockholders.

Accordingly, stockholders may experience substantial dilution in connection with our efforts to obtain and maintain a Nasdaq listing.

Our Common Stock currently qualifies as a “penny stock.” The rules imposed on the sale of the shares may affect your ability to resell any shares you may purchase, if at all.

Our shares are defined as a “penny stock” under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser’s written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our Common Stock and may also affect your ability to resell any shares you may purchase.

Market for penny stock has suffered in recent years from patterns of fraud and abuse

Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

An active market for our Common Stock may never develop, and we are under no obligation to seek out a more active market for our Common Stock.

If there is a thin trading market or “float” for our Common Stock, the market price for our Common Stock may fluctuate significantly more than the stock market as a whole. Without a large float, our Common Stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our Common Stock may be more volatile. In addition, in the absence of an active public trading market, investors may be unable to liquidate their investment in us. Furthermore, the stock market is subject to significant price and volume fluctuations, and the price of our Common Stock could fluctuate widely in response to several factors, including, but not limited to:

The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securities of many companies, including companies in our industry. The changes may not be possible to predict and often appear to occur without regard to specific operating performance. The price of our Common Stock could fluctuate, and at times historically has fluctuated, based upon factors that have little or nothing to do with our company and these fluctuations could materially reduce our stock price.

The market price for our Common Stock may be volatile and will fluctuate.

The market price for shares of our Common Stock may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond our control, including the following: (i) a decrease in the demand for market analysis or market insight products and services; (ii) the liquidity of our Common Stock or lack thereof; (iii) significant acquisitions or business combinations, strategic partnerships, joint ventures, or capital commitments by or involving us or our competitors; (iv) news reports relating to trends, concerns, technological or competitive developments, regulatory changes, and other related issues in our industry or target markets; (v) revenue and earnings performance can significantly impact investor confidence and influence share price movements; (vi) leadership transitions or high-profile personnel changes may create uncertainty among investors and impact share price stability; and (vii) rapid advancements or disruptions in technology within our industry could affect market perceptions of our company’s ability to innovate and compete, leading to share price volatility. Financial markets often experience significant price and volume fluctuations that affect the market prices of equity securities of public entities and that are, in many cases, unrelated to the operating performance, underlying asset values or prospects of such entities. Accordingly, the market price of our shares of Common Stock may decline even if our operating results, underlying asset values or prospects have not changed.

We will be unable and are unlikely to pay dividends for the foreseeable future.

To date, we have not paid, nor do we intend to pay in the foreseeable future, dividends on our Common Stock, even if we become profitable. Earnings, if any, are expected to be used to advance our activities and for general corporate purposes, rather than to make distributions to stockholders. Prospective investors will likely need to rely on an increase in the price of company stock to profit from his or her investment. There are no guarantees that any market for our Common Stock will ever develop or that the price of our stock will ever increase.

Since we are not in a financial position to pay dividends on our Common Stock and future dividends are not presently being contemplated, investors are advised that return on investment in our Common Stock is restricted to an appreciation in the share price. The potential or likelihood of an increase in share price is questionable at best.

Our future results may vary significantly, which may adversely affect the price of our Common Stock.

It is possible that our quarterly revenues and operating results may vary significantly in the future and that period-to-period comparisons of our revenues and operating results are not necessarily meaningful indicators of the future. You should not rely on the results of one quarter as an indication of our future performance. It is also possible that in some future quarters, our revenues and operating results will fall below our expectations or the expectations of market analysts and investors. If we do not meet these expectations, the price of our Common Stock may decline significantly.

We are a “smaller reporting company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our Common Stock less attractive to investors.

We are a “smaller reporting company” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “smaller reporting companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We may continue to be a smaller reporting company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our Common Stock held by non-affiliates is equal to or less than $250 million as of the last business day of the most recently completed second fiscal quarter, and (ii) our annual revenues is equal to or less than $100 million during the most recently completed fiscal year and the market value of our Common Stock held by non-affiliates is equal to or less than $700 million as of the last business day of the most recently completed second fiscal quarter.

We cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile. In addition, taking advantage of reduced disclosure obligations may make comparison of our financial statements with other public companies difficult or impossible. If investors are unable to compare our business with other companies in our industry, we may not be able to raise additional capital as and when we need it, which may materially and adversely affect our financial condition and results of operations.

If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Common Stock, the price of our Common Stock and trading volume could decline.

Any trading market for our Common Stock may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Common Stock would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Common Stock and the trading volume to decline.

An investment in our company may involve tax implications, and you are encouraged to consult your own advisors as neither we nor any related party is offering any tax assurances or guidance regarding our company or your investment.

An investment in our company generally involves complex federal, state and local income tax considerations. Neither the Internal Revenue Service nor any State or local taxing authority has reviewed the transactions described herein and may take different positions than the ones contemplated by management. You are strongly urged to consult your own tax and other advisors prior to investing, as neither we nor any of our officers, directors or related parties is offering you tax or similar advice, nor are any such persons making any representations and warrants regarding such matters.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the U.S., and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

In addition, we may be subject to audits of our income, sales and other transaction taxes by federal, state and local authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

Anti-takeover provisions in Nevada law could discourage, delay or prevent a change in control of our company and may affect the trading price of our Common Stock.

Some of the provisions of Nevada law may have the effect of delaying, deferring or discouraging another person from acquiring control of our company or removing our incumbent officers and directors. These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board. We believe that the benefits of increased protection against an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging such proposals.

ITEM 1B. Unresolved Staff Comments.

None.

ITEM 1C. Cybersecurity

Cybersecurity Risk Management

Cybersecurity Governance

ITEM 2. Properties.

Our current corporate and executive office is located at 8112 Maryland Ave, Suite 400, St. Louis, Missouri 63105, telephone number (314) 530-9071. We have entered into a new lease agreement for our future corporate headquarters located at 7800 Forsyth Ave., Suite 850, St. Louis, Missouri 63105, with an anticipated move-in date of October 1, 2026. Upon completion of the relocation, the new facility will replace our existing headquarters at 8112 Maryland Ave.

We believe that our existing facilities and planned future headquarters are adequate to support our current operations and anticipated growth initiatives. We will continue to evaluate our facility requirements as our business evolves.

We currently lease the following real properties:

ITEM 3. Legal Proceedings.

From time to time, we may be involved in various legal proceedings and claims arising in the ordinary course of business. Management believes that the dispositions of these matters, individually or in the aggregate, are not expected to have a material adverse effect on our financial condition. However, depending on the amount and timing of such disposition, an unfavorable resolution of some or all of these matters could materially affect the future results of operations or cash flows in a particular year. We are not involved in any material legal proceedings, nor are we aware of any legal proceedings threatened or in which any director or officer or any of their affiliates is a party adverse to our company or has a material interest adverse to us.

ITEM 4. Mine Safety Disclosures.

Note applicable.

PART II

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our Common Stock is quoted on the OTCQB under the symbol “VRDR.” There has been limited trading in our shares of Common Stock. We cannot assure you that there will be an active market in the future for our Common Stock.

The following table sets forth, for the periods indicated, the high and low bid prices of our Common Stock. These prices reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions. These prices do not reflect the effect of the Reverse Stock Split.

Holders

As of the date of this Annual Report, we had approximately 233 shareholders of record. Because certain shares of our Common Stock are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of beneficial shareholders.

Dividend Policy

We have never declared or paid any cash dividends on our Common Stock, and we do not anticipate paying any cash dividends in the foreseeable future. The payment of dividends, if any, in the future is within the discretion of our Board and will depend on our earnings, capital requirements and financial condition and other relevant facts. We currently intend to retain all future earnings, if any, to finance the development and growth of our business.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We did not sell any equity securities which were not registered under the Securities Act during the year ended June 30, 2026, that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the fiscal year ended June 30, 2026, except the following transaction:

On June 5, 2026, we issued 1,350,000 shares of our Common Stock at a price of $0.085 per share, to Jeremy Concannon, our Chief Growth Officer, as part of the compensation package in his services agreement.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of Common Stock or other securities during the year ended June 30, 2026.

Securities Authorized for Issuance under Equity Compensation Plans

At our 2026 Annual Meeting, our shareholders approved the Verde Resource, Inc. 2026 Equity Incentive Plan, which is referred to herein as the “2026 Plan”. As of its effective date, a total of 129,422,477 shares were initially available for future awards under the 2026 Plan, which amount will increase annually pursuant to the 2026 Plan’s “evergreen” provision. For more information on the 2026 Plan, see Executive Compensation – Equity Incentive Plans herein.

ITEM 6. [Reserved].

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our consolidated financial statements and the related notes contained elsewhere in this Annual Report and in our other Securities and Exchange Commission filings. The following discussion may contain predictions, estimates, and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under “Risk Factors” and elsewhere in this Annual Report on Form 10-K. These risks could cause our actual results to differ materially from any future performance suggested below.

Our audited financial statements are stated in U.S. Dollars and are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).

Overview

We are a road construction and building materials company offering proprietary, environmentally sustainable materials and seeking to redefine our industry with a clear mission: enabling the #TransitiontoZero^®. Our proprietary product BioAsphalt^™ incorporates a highly engineered blend of biochar, a powerful carbon sequestering material, into asphalt infrastructure with the goal of reducing emissions, improving performance, and lowering overall costs. Further, we expect to generate revenues from the generation by our products, and our subsequent sale, of carbon removal credits. We believe our proprietary products, know-how and business plan place us potentially at the forefront of sustainable innovation in the construction and building materials sector, an industry we believe is long overdue for transformation. We primarily operate through our wholly-owned U.S. subsidiary Verde Renewables, headquartered in St. Louis, Missouri.

Our strategic roadmap for helping achieve net-zero emissions—what we call our Verde Net Zero Blueprint—has achieved the following significant milestones in its evolution to date:

Our Verde Net Zero Blueprint is comprised of our portfolio of proprietary and tested technologies that enable the production of sustainable infrastructure materials with the integrated ability to generate certified carbon removal credits. This positions carbon sequestration not just as an environmental co-benefit, but as a monetizable feature embedded in our business plan.

We believe our asset light business model enables scalable growth while minimizing capital intensity, creating recurring revenue streams through licensing, sales, royalties, carbon monetization, and strategic relationships. In particular, as the rise of artificial intelligence accelerates data center energy consumption, which is now projected to account for a growing share of global electricity use, enterprises worldwide are facing increasing pressure to offset their carbon footprints. This is driving up demand for high-integrity, verifiable carbon credits.

Our model presents a novel combination of infrastructure performance with measurable climate impact, potentially establishing us as a first mover in scalable Net Zero solutions, which we believe positions us well to meet the demands of a rapidly decarbonizing, carbon-constrained economy.