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STOCKHOLDERS’ EQUITY
 12 Months Ended
Jun. 30, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 15 - STOCKHOLDERS’ EQUITY

 

Authorized Stock

 

The Company has authorized 10,000,000,000 shares of common stock and 50,000,000 shares of preferred stock, both with a par value of $0.001 per share. Each Common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

 

Preferred stock outstanding

 

There are no shares of preferred stock outstanding as of June 30, 2026, and 2025.

 

Ergon Private Placement

 

On October 31, 2025, the Company entered into the Ergon Purchase Agreement with Ergon, pursuant to which Ergon purchased the Ergon Shares and the Warrant , at the Offering Price, which represented a five percent (5%) discount to the volume-weighted average price of the Company’s Common Stock for the thirty (30) trading days immediately preceding the closing of the Offering.

 

The Company received gross proceeds of $2 million from the Offering, excluding proceeds, if any, from the exercise of the Warrant. The Company intends to use the proceeds of the Offering for working capital and general corporate purposes.

 

Under the terms of the Ergon Purchase Agreement, Ergon is prohibited from selling any shares of Common Stock acquired in the Offering without the Company’s prior written consent until 180 days (the “Standstill Period”) after the closing of a firm commitment public offering of the Common Stock and concurrent uplisting to a national market exchange by the Company (the “Uplist”); provided that if the Uplist has not occurred by September 30, 2026, the prohibition on sales will terminate. The Ergon Purchase Agreement additionally grants Ergon (i) the right to appoint a non-voting observer to the Company’s board of directors for so long as Ergon holds one third (1/3) of the shares of Common Stock acquired in the Offering and so long as the Ergon License has not expired or been terminated in accordance with its terms, (ii) certain “piggyback” registration rights, whereby, subject to certain exceptions, following the Standstill Period, if the Company files a registration statement for the public offer and sale of its securities, Ergon has the right to have the Ergon Shares and Warrant Shares included in such registration statement for public resale, and (iii) subject to customary exemptions, a three (3) year right of participation in any issuance by the Company of Common Stock or Common Stock Equivalents (as defined in the Ergon Purchase Agreement) in a Company financing transaction, whereby Ergon has the right to participate in such transaction up to its then-current percentage holdings of the outstanding Common Stock as determined by dividing the number of shares of Common Stock then held by Ergon by the number of shares of Common Stock then outstanding.

 

 

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

Common stock outstanding

 

As of June 30, 2025, the Company had received proceeds and entered into binding subscription agreements for the issuance of an aggregate of 7,744,445 shares of Common Stock. The Company had no remaining substantive performance obligations, and the investors were irrevocably committed to the transactions as of the balance sheet date, with no conditions precedent remaining. The 7,744,445 shares were subsequently issued on July 1, 2025, during the year ended June 30, 2026, due solely to administrative timing.

 

Share-based awards represent unregistered securities and are subject to resale restrictions under Rule 144 of the Securities Act of 1933, as amended.

 

Stock cancellations

 

The following table summarizes cancellations of Common Stock previously issued by the Company during the periods presented.

 SCHEDULE OF CANCELLATIONS OF PREVIOUSLY ISSUED SHARES

Date  Shares Cancelled (1)   Description
11-27-2024   450,000   Cancellation of previously issued shares
1-06-2025   200,000   Cancellation of previously issued shares
4-22-2025   150,000   Cancellation of previously issued shares
         
    800,000    

 

  (1) On September 08, 2023, the Company entered into an agreement to cancel 375,000 shares of Common Stock previously issued to EMGTA LLC on December 31, 2022 at $0.20 per share, with an aggregate value of $75,000, in connection with a service agreement. As of June 30, 2026, the cancellation remains in process and has not been reflected in the table above.

 

Stock issued to shareholders

 

The following table summarizes issuances of the Company’s Common Stock to investors during the periods presented.

 

Date   Shares Issued   Proceeds   Price Per Share   Recipient Group
 7-24-2024    9,199,443   $888,000   $0.09-$0.10   25 investors (24 U.S., 1 non-U.S.) (1)
 8-9-2024    12,728,888   $1,264,000   $0.09-$0.10   25 investors (24 U.S., 1 non-U.S.) (1)
 8-26-2024    4,712,221   $464,000   $0.09-$0.10   11 investors (9 U.S., 2 non-U.S.) (1)
 9-16-2024    572,222   $55,000   $0.09-$0.10   3 U.S. investors
 10-16-2024    800,000   $80,000   $0.10   3 U.S. investors
 1-2-2025    3,277,775   $320,000   $0.09-$0.10   13 U.S. investors
 2-18-2025    3,905,555   $390,000   $0.09-$0.10   9 investors (8 U.S., 1 non-U.S.)
 5-20-2025    249,999   $25,000   $0.10   2 investors (1 U.S., 1 non-U.S.)
 7-1-2025    7,744,445   $664,000   $0.08-$0.09   9 investors (7 U.S., 2 non-U.S.) (2)
 7-28-2025    187,500   $15,000   $0.08   1 U.S. investor
 9-12-2025    5,412,500   $433,000   $0.08   3 non-U.S. investors
 10-31-2025    24,943,876   $2,000,000   $0.08   1 U.S. investors
                     
      73,734,424   $6,598,000         

 

(1)The proceeds for certain shares included in this issuance were received during the year ended June 30, 2024 and were included in the share issuances for that financial year as the Company had no remaining substantive performance obligations and the investors were irrevocably committed to the transaction as of the balance sheet date. The total shares issued relating to these amounted to 21,988,331 shares for total proceeds amount of $2,167,000.

 

(2)The proceeds for the shares included in this issuance were received during the year ended June 30, 2025 and were included in the share issuances for that financial year as the Company had no remaining substantive performance obligations and the investors were irrevocably committed to the transaction as of the balance sheet date. The total shares issued relating to this amounted to 7,744,445 shares for total proceeds amount of $664,000.

 

 

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

Stock issued to employees and directors

 

The following table summarizes issuances of the Company’s Common Stock to employees and directors during the periods presented. Refer to Note 21, Shares Issued to Employees and Directors, for additional information regarding these arrangements.

 

Date  Recipient  Shares Issued   Reference
8-30-2024  Jeremy P. Concannon   1,350,000   Chief Growth Officer
8-30-2024  Eric Bava   670,000   Chief Operating Officer
1-3-2025  Hannah Bruehl   50,000   Chief of Staff
6-1-2025  Karl Strahl   350,000   Director
1-5-2026  Eric Bava   1,036,269   Chief Operating Officer
1-5-2026  Hannah Bruehl   86,355   Chief of Staff
6-12-2026  Jeremy P. Concannon   1,350,000   Chief Growth Officer
       4,892,624    

 

Stock issued to non-employees

 

The following table summarizes issuances of the Company’s Common Stock to non-employees during the periods presented. Refer to Note 21, Shares Issued to Non-employees, for additional information regarding these arrangements.

 

Date  Recipient  Shares Issued   Reference
7-31-2024  Dr. Nam Tran   1,000,000   National Implementation Expert
7-31-2024  Dr. Raymond Powell   1,000,000   National Implementation Expert
8-8-2024  Dale Ludwig   700,000   Ludwig
1-2-2025  Aegis Ventures Limited   4,656,550   AUM Capital Markets Advisory
6-1-2025  Sundeo Pty Ltd   1,500,000   C-Twelve
7-1-2025  Dr. Raymond Powell   1,000,000   National Implementation Expert
1-5-2026  Dr. Nam Tran   1,727,115   National Implementation Expert
1-5-2026  Dale Ludwig   1,727,115   Ludwig
2-19-2026  Technologies Apex, LLC   3,975,155   Apex
2-19-2026  Christopher David Poorman   165,631   Poorman
       17,451,566    

 

Debt settled in shares

SCHEDULE OF DEBT SETTLED IN SHARES

Date  Creditor  Debt Settled   Shares Issued   Conversion Price 
8-16-2024  Borneo Oil Berhad (1)  $675,888    9,655,542   $0.07 

 

  (1) On August 16, 2024, the Company issued 9,655,542 shares of Common Stock to Borneo Oil Berhad at a price of $0.07 per share in full settlement of $675,888 of accounts payable owed by its former indirect wholly-owned subsidiary, Champmark Sdn Bhd (“CSB”). The issuance was made pursuant to a Settlement of Debts Agreement (“SDA Agreement”) and related two-year Promissory Note originally entered into among the Company, CSB, and Borneo Oil Corporation Sdn Bhd, under which the indebtedness could be settled through the issuance of Common Stock.

 

 

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

Not considering the commitment to cancel shares as above, there were 1,304,292,407 shares of Common Stock issued and outstanding at June 30, 2026 and 1,262,680,891 shares of Common Stock issued and outstanding at June 30, 2025 (including 7,744,445 shares which were issued for private placement subsequent to financial year end).

 

Apart from the outstanding warrant disclosed in Note 14, the Company had no outstanding stock options or other convertible or exercisable securities as of June 30, 2026.

 

As of June 30, 2026, the Company had committed to issue Common Stock with an aggregate value of $279,000 to non-employees, that were earned as of June 30, 2026. In addition, the Company had committed to issue 1,350,000 shares of Common Stock for the third tranches to an employee and 4,656,550 shares of Common Stock to Aegis Ventures Limited within three days following the Company’s Nasdaq listing pursuant to the consulting services agreement entered into by Verde Renewables on November 29, 2024, as disclosed in Note 22.