VRDR 10-K & 10-Q changes, risk factors and insider trading
Verde Resources, Inc. · OTC · Gold And Silver Ores · CIK 1506929 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “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.”
New heading “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.”
New heading “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.”
New heading “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.”
New heading “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.”
New heading “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.”
New heading “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.”
New heading “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.”
New heading “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.”
New heading “Actions we may take to satisfy Nasdaq listing requirements could result in dilution to existing stockholders.”
Removed heading “We are dependent on third-party licensees and the inability to perform by, or loss of, these licensees would have a material adverse effect on our business, financial condition and results of operations.”
Removed heading “We face revenue concentration risk due to reliance on Ergon as a single key customer.”
Removed heading “If we fail to maintain effective internal controls over financial reporting, the price of our Common Stock may be adversely affected.”
Largest changes
“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.”see in full comparison
“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. …”see in full comparison
“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. …”see in full comparison
“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.”see in full comparison
“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.”see in full comparison
“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. …”see in full comparison
Full comparison: every changed paragraph (92)
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,condition and results of operation and prospects 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.”
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, 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 difficult.speculative.
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.
We are dependent on third-party licensees and the inability to perform by, or loss of, these licensees would have a material adverse effect on our business, financial condition and results of operations.
We are reliant on a still developing licensing model where our licensees are responsible for producing high-quality road material products based on 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. At the moment, we only have one such relationship with a licensee (namely, Ergon); however, we intend to pursue the same licensing strategy globally with strategic, in-country relationships. Any failure to properly manage or oversee the use of our licensed technologies by these third-party licensees could negatively impact the quality and consistency of the 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 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 technology we license, we will be reliant on third-party specialists for implementation. Failure to secure appropriately skilled and experienced third-party partners may increase the risk of unsuccessful implementations, delays, and higher costs. If we fail to ensure that our licensees have the necessary support and technology investments at the right time, we risk losing our competitive advantage, reducing the quality of our products, or failing to comply with evolving laws and regulations.
In addition, our revenue and income potential for the licensing 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, if accepted, the extent of the purchase of our products.
We therefore can give no assurance that we will be able to successfully implement our licensing model, our strategies or develop new products. Accordingly, the licensing business model could expose us to significant risks, beyond those associated with operating our existing business, including difficulties with our licensees and our incurrence of unanticipated liabilities and expenses, and may materially adversely affect our business, prospects, liquidity, financial condition and results of operations.
We face revenue concentration risk due to reliance on Ergon as a single key customer.
On October 10, 2025, we entered into the Ergon License, whereby we granted Ergon an exclusive license to use, manufacture, produce, and sell products containing Verde V24 in the United States, Canada, and Mexico. Ergon is our first, and currently our only, licensee for Verde V24 and we expect that the majority of our revenue will be generated through the Ergon License for the foreseeable future. As a result, our financial stability will be significantly dependent on Ergon and any adverse changes in the relationship or business activities with Ergon could have a substantial negative impact on our revenue and overall financial performance.
In addition, under the Ergon License, Ergon is not currently required to purchase any minimum amounts of Verde V24 from us, and may never be required to do so as minimum purchase amounts can only be established by the mutual agreement of us and Ergon starting in 2027. We are therefore faced with the risk that we are currently unable to predict with any certainty the actual financial impact of the Ergon License on our business and results of operations.
Moreover,
should shouldeither 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.
Under
each of our biochar distribution model and our licensing model, we currently have a single customer, Ergon,Ergon. thatFor isthe 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,License and MCCA, from which two agreements we anticipate predominantly all of the our revenue
will be derived in the immediate future. The loss of either of the Ergon License,License or MCCA, whether through our fault, such as by the failure
of Verde V24 or our biochar, and the products in which iteither isare 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 LicenseLicense, MCCA,
or similar agreements we may enter into in the future or any inability to collect receivables under the Ergon LicenseLicense, MCCA, or similar
agreements, or enforce other contractual obligations, would have a significant material adverse effect on our revenues and financial
condition.
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, including Verde V24,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.
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.
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 andour, 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.
Mr.
Jack Wong, our currentchairman 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,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,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.
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 ourour, or our licensees’ and customers’
operations require permits, which may impose additional operating standards and are subject to modification, renewal and revocation.
Our, Ourour licensees’ and our licensees’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, Weour licensees or our licenseescustomers 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.
OurOur,
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.
OurOur,
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 partnershiprelationship 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
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 low-carboncarbon 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 low-carboncarbon 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 asphaltroad construction product
line.
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 the Companyus 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,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.
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.
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.
The ongoing impacts of climate change have intensified focus on environmental issues globally. In response, the prior U.S. presidential administration implemented several climate-related initiatives, including: (i) having the U.S. rejoin the Paris Agreement in 2021, (ii) announcing a target to reduce U.S. greenhouse gas emissions by 50% to 52% by 2030, and passing the Inflation Reduction Act of 2022, which included nearly $370 billion in climate-related provisions that provide funding, programs, and incentives to accelerate the U.S.’s transition to a clean energy economy. In contrast, the current administration has signaled a shift in federal policy, with a reduced emphasis on climate change initiatives, environmental regulations, and support for clean energy adoption.
Our products are designed to serve as carbon-negative alternatives to traditionally carbon intensive products. A diminished federal focus on climate-related policies and incentives could reduce interest among our target licensees end-users in adopting our solutions, particularly if our products are perceived as more expensive or politically unfavorable compared to conventional alternatives. This shift in market dynamics could materially and adversely effect our business, financial condition and results of operations.
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 solutionssolutions, 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.
Management's Discussion & Analysis (MD&A)
New heading “Ergon Master Commercialization and Collaboration Agreement”
New heading “Highway International Pte. Ltd. Memorandum of Understanding”
New heading “Recent Milestones, Anticipated Plans and Expenditures”
New heading “Cost of revenue”
New heading “Interest expense”
New heading “Assessment Methodology”
New heading “Key Assumptions and Estimates”
New heading “Changes in Assumptions Year Over Year”
New heading “Sensitivity of Key Assumptions”
New heading “Events That Could Impact Future Valuations”
New heading “Impairment and Write-Offs of Plant and Machinery”
New heading “Liquidity and Accumulated Deficit”
Removed heading “1. Useful Lives and Depreciation of Property, Plant and Equipment”
Removed heading “3. Allowance for Expected Credit Losses”
Removed heading “4. Revenue Recognition and Principal vs. Agent Determination”
Removed heading “5. Stock-Based Compensation”
Removed heading “6. Deferred Taxes and Valuation Allowances”
Removed heading “Related Party Transactions”
Largest changes
“Impairment and Write-Offs of Plant and Machinery”see in full comparison
“Ergon Master Commercialization and Collaboration Agreement”see in full comparison
“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. …”see in full comparison
“Cash used in operating activities reflects net loss adjusted for certain non-cash items, including depreciation expense, amortization of right of use assets and stock-based compensation, and the effects of changes in operating assets and liabilities. Our net cash used in operating activities increased $1,322,781, or 63.4%, from $2,087,990 for the fiscal year ended June 30, 2024, to $3,410,771 for the fiscal year ended June 30, 2025. …”see in full comparison
“1. Useful Lives and Depreciation of Property, Plant and Equipment”see in full comparison
Full comparison: every changed paragraph (109)
The
following discussion should be read in conjunction with our consolidated financial statements and the related notes contained elsewhere
in this Annual Report on Form 10-K 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 United StatesU.S. Dollars and are prepared in accordance with United StatesU.S. Generally Accepted Accounting Principles.Principles
(“GAAP”).
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 “Transition to Zero.”#TransitiontoZero®. Our proprietary product BioAsphalt™
incorporates incorporatesa 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. We also offer a licensed proprietary cold mix biochar asphalt emulsifying agent, which we call “Verde V24”. 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 achievinghelping achieve net-zero emissions—what we call theour 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 validatedproprietary 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.
AsWe
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.
With
key third-party testing and validations fromactivities completed to date with groups such as NCAT and Puro.earth in place,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 recently entered into an exclusive licensing agreement
with Ergon Asphalt & Emulsions, Inc. (“Ergon”),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. Building on
that relationship, we recently entered into a Master Commercialization and Collaboration Agreement (“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.
To fully focus on this transition, we have exited all of our company’s legacy business lines unrelated to sustainable infrastructure technologies, including:
We
plan to expand operations and generate and grow revenue overin the nextcoming twelve (12) monthsyears primarily through marketing and selling our proprietary biochar
and other road technologies to and through Ergon exclusively 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,U.S., Canada and Mexico for blending and placement. Embedding our technology into Ergon’s nationwide
business footprint would potentially enable immediaterapid scalability and near-term revenue generation.
In addition, we are advancing 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 placed into dormant status in recent years in order to prioritize our U.S.-based proof-of-concept activities 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 expect that successful completion of these projects could increase demand for our engineered biochar in the region and create additional licensing opportunities, which could, in turn, require increased production capacity at the BioFraction facility.
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 partnerships. We operate through our primary U.S. subsidiary, Verde Renewables, Inc., headquartered in St. Louis, Missouri.
Ergon Master Commercialization and Collaboration Agreement
On July 1, 2026, Verde Renewables entered into the 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, with the initial Ergon-Verde Product being a cold mix road paving product. See “Item 1. Business – Recent Developments.”
Highway International Pte. Ltd. Memorandum of Understanding
On August 26, 2026, VRAPPL entered into the Highway MoU with 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 LTA to evaluate the technology’s technical performance, production readiness, carbon accounting, digital MRV framework, and broader commercial rollout potential. 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. This arrangement would be expected to include minimum biochar purchase commitments, commercial supply terms, technical support, and provisions relating to carbon removal credit generation and sustainability. While it is non-binding and serves principally as a framework for future exploration and potential binding agreements, we believe the Highway MoU represents an important step in our strategy to establish Singapore as a regional launchpad for commercializing our technologies and potential expansion throughout the Asia-Pacific region.
Recent Milestones, Anticipated Plans and Expenditures
Ergon License
On October 10, 2025, Verde Renewables, Inc. (“Verde Renewables”), our wholly owned subsidiary, entered into a license agreement with Ergon (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 cold mix biochar asphalt emulsifying agent, which we call “Verde V24”, in the United States (including its territories), Canada and Mexico, in exchange for Ergon agreeing to purchase Verde V24 from us at a fixed price (which is inclusive of all fees associated with the license, but 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 will be no minimum purchase requirements for Ergon’s purchases of Verde V24. For each calendar year beginning January 1, 2027, Ergon has agreed to negotiate with us in good faith towards the establishment of possible minimum purchase amounts based on certain customary factors. We have also agreed with Ergon that if minimum purchase amounts are agreed to for any given calendar year, we and Ergon will agree 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.
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 the 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.
The foregoing description of the Ergon License is not complete and is qualified in its entirety by reference to the full text of the Ergon License, a copy of which is filed as Exhibit 10.1 to this Annual report.
The
following table providessets forth selected financial datainformation aboutfrom our companystatements of comprehensive loss for the years ended June 30, 2025, 2026
and June 30, 2024.2025.
Revenue
Cost of revenue
We have generated $133,202 in revenue for the year ended June 30, 2025, representing an increase of $36,618, or 37.9%, compared to revenue of $96,584 in the prior year. The increase was primarily attributable to a shift in product mix, with greater sales of our higher-margin Biochar Asphalt Premix, which became the predominant revenue driver in 2025. In contrast, revenue in 2024 also included sales of raw biochar, which carries lower margins and contributed a larger share of revenue in that year.
Cost of revenue in 2025 comprised the cost of Biochar Asphalt products sold whereas the cost for the year ended June 30, 2024 also included cost of biochar produced. Consequently, cost of revenue decreased by $11,189 or 17.8%, from $62,978 in the year ended June 30, 2024, to $51,789 during the year ended June 30, 2025. The decrease was primarily due to a change in the composition of products sold. During fiscal 2024, the cost of revenue included the production costs associated with raw biochar, which carried higher relative production and handling costs.
Gross Profit (Loss)
profit
Gross profit for the year ended June 30, 2025 was $81,413, an increase of $47,807, or 142.3%, compared to gross profit of $33,606 in 2024. The improvement in gross profit was driven not only by increased revenues but also by a favorable product mix, as the Biochar Asphalt Premix that was our primary product sold in 2025 has significantly higher gross margins than raw biochar, which was a primary driver in 2024.
Selling, general and administrative expenses comprised mainly of salaries, office costs, legal and professional fees, consultancy fee, research and development cost and travelling expenses. We have incurred $5,889,024 and $2,882,376 in selling, general and administrative expenses through the years ended June 30, 2025 and 2024, respectively. Selling, general and administrative expenses increased year over year by 104.3%, or $3,006,648, primarily due to a special bonus of $1.25 million to Jack Wong, our Chief Executive Officer, in recognition of his contributions in transforming the Company into a pioneer in the Net Zero building materials and carbon removal industry, increase of consultancy fees (share-based compensation to nonemployees of $1,341,373) as the new agreements were entered into in the last 2 months of the previous financial year, share based compensation to an employee and a director of $432,246 and $5,534 respectively, accrued professional fees of $110,000 in relation to the planned uplisting to NASDAQ, and research and development cost of $300,000 payable to C-Twelve pursuant to the C-Twelve Agreement.
Interest expense
Other income
Total other operating expenses for the year ended June 30, 2025 was $214,410, a decrease of $22,637, or 9.5%, compared to $237,047 for the year ended June 30 2024. Other operating expenses comprised of expenditure related to the maintenance of the plant for the production and distribution of renewable commodities which was operating at reduced capacity due to strategic decisions of the Company. The decrease was mainly attributable to the reduction in the direct labor cost related to the plant from $31,526 to $7,408 for the years ended June 30, 2024 and 2025, respectively.
Total interest expense for the year ended June 30, 2025 was $102,703, a decrease of $73,780, or 41.8%, compared to $176,483 for the year ended June 30, 2024.The Company recorded interest expense of $86,456 and $116,916 for the years ended June 30, 2025, and 2024, respectively, on certain promissory notes issued to a related party as discussed in more detail in “Note 13 – Promissory Note to Related Party” to our audited financial statements. Lease interest expenses amounted to $5,368 and $45,926 for the years ended June 30, 2025, and 2024, respectively. Bank loan interest amounted to $10,879 and $13,640 for the years ended June 30, 2025, and 2024, respectively. The decrease in interest expenses is mainly due to settlement of lease liabilities associated with the disposal of an asset held for sale and certain property, plant and equipment which were under financing arrangements, and the early conversion of promissory notes with a principal amount of $675,888 on August 16, 2024.
We have other income of $1,341,711 for the year ended June 30, 2025, an increase of $1,267,073, or 1,697.6%, compared to $74,638 for the year ended June 30, 2024. The significant increase in other income was primarily driven by gain on insurance claim of $481,513, gain from disposal of property, plant and equipment of $164,624, interest income from placement of deposit with bank of $70,650 and unrealized foreign exchange gain of $582,034. The remaining balance of other income mainly represented rental income earned.
As a result of the above factors, the Company incurred a net loss of $4,783,013 for the year ended June 30, 2025, representing an increase in net loss of $1,595,239, or 50%, compared to a net loss of $3,187,774 for the years ended June 30, 2025, and 2024, respectively.
Our ability to generate meaningful, sustainable revenue and achieve profitability depends substantially on the successful commercialization and market acceptance of our sustainable infrastructure technologies and biochar-related products. Our commercialization efforts may not proceed according to our anticipated timelines, achieve market acceptance, or generate sufficient revenue to support our operations.
Our business remains subject to risks associated with the commercialization and expansion of our sustainable infrastructure platform, including limited capital resources; uncertain and potentially fluctuating revenue streams; customer and strategic partner concentration; reliance on third-party manufacturers, suppliers, and service providers; delays in project implementation, customer acceptance, and commercialization; the availability and cost of biochar, raw materials, transportation, and labor; and the need to obtain applicable certifications, permits, regulatory approvals, and other third-party validations. Any of these factors could increase our costs, delay commercialization, or adversely affect demand for our technologies and products. We cannot guarantee we will be successful in commercializing our products at scale or in our business generally.
Historically, we have financed our operations primarily through the issuance of equity securities, and we may require additional financing to support our operations and execute our business plan. Our future capital requirements will depend on, among other things, the pace of commercialization, customer adoption, expansion into new markets, and the timing of licensing opportunities. Additional financing may not be available when required or on terms acceptable to us. If we are unable to obtain sufficient financing, we may be required to delay, reduce, or discontinue certain operations, commercialization activities, or expansion initiatives, which could materially and adversely affect our business, financial condition, and results of operations. Any future issuance of equity securities may result in substantial dilution to our existing shareholders.
We cannot guarantee we will be successful in our business operations and we have historically financed our operating activities through the sale of our equity securities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, uncertain revenue streams, customer concentration, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Our
primary sources of liquidity are cash generated from private placements of our Common Stock. CashOur generatedability to generate cash from operations
depends is highly dependentlargely on the successful commercialization and sale of our products. Cash and cash equivalents totaled $1$1.8 million as of June
30, 2026, and $1.0 million as of June 30, 2025, and $0.3 million as of June 30, 2024.2025.
Cash used in operating activities reflects net loss adjusted for certain non-cash items, including depreciation expense, amortization of right of use assets and stock-based compensation, and the effects of changes in operating assets and liabilities. Our net cash used in operating activities increased $1,322,781, or 63.4%, from $2,087,990 for the fiscal year ended June 30, 2024, to $3,410,771 for the fiscal year ended June 30, 2025. The increase in cash used in operating activities for the year ended June 30, 2025, as compared to 2024 was primarily due to operational loss of $4,783,013 offset by non cash movements of $1,176,720 and net increase in working capital of $195,522. The noncash expenses comprised $248,940 in depreciation, $102,857 in amortization, $1,341,373 in share based compensation to nonemployee, $432,246 in share-based compensation to employees, $5,534 in share-based compensation to a director, $84,718 in interest expenses on promissory notes, loss on disposal of assets held for sale of $2,877, impairment of property, plant and equipment of $137,632, impairment of asset held for sale of $5,866, operating lease expense of $42,848 and offset by unrealized foreign exchange gain of $582,034, gain from insurance claim of $481,513 and gain on disposal of property, plant and equipment of $164,624. The net increase in working capital was generated from amount due to director, receivables from sale of inventories, other receivables, deposits and prepayments, and accrued liabilities and other payables, offset against decrease of working capital from inventories, accounts payable, related parties and repayments on leases.
Net
cash Cash Providedprovided by (Usedinvesting in) Investing Activities.activities.
The net cash provided by investing activities for the year ended June 30, 2025 was $3,182,138, representing an increase of $5,198,784, or 257.8%, compared to net cash used by investing activities of $2,016,646 for the year ended June 30, 2024. The significant increase was due to proceeds from disposal of assets held for sale of $943,300, proceeds from disposal of property, plant and equipment of $947,995, proceeds from insurance recoveries of $541,221 and withdrawal of deposit in bank of $750,000, offset with purchase of property, plant and equipment of $378 for the year ended June 30, 2025. Meanwhile, during year ended June 30, 2024, the net cash used by investing activities of $2,016,646 resulted from purchase of property, plant and equipment of $16,646 and placement of deposit in bank of $2,000,000, representing a strategic allocation of surplus cash from private placements completed during the year, and is intended to support future operational or investment initiatives.
Net cash provided by financing activities reflected proceeds from equity financings in both periods, with the significant increase during 2026 driven by the Ergon investment. Overall, we generated positive cash flows from financing activities in both periods, providing additional liquidity to support operations and growth initiatives.
The net cash provided by financing activities was $979,420, representing a decrease of $3,148,226, or 76.3%, compared to net cash provided by financing activities of $4,127,646. The decrease due to reduction of proceeds from shares issued and to be issued of $1,983,000 in 2025 compared to $4,108,379 in 2024, set off partially by repayment of bank loan of $211,440, refund from cancellation of Common Stock of $80,000 and repayments to lease liabilities of $712,140 for the year ended June 30, 2025. Meanwhile, for the year ended June 30, 2024, the net cash provided by financing activities of $4,127,646 resulted from proceeds from shares issued and shares to be issued of $4,108,379, proceeds from bank loan of $50,000 and advance from other payables of $136,983 set off partially by repayment of bank loan of $29,560 and repayments to lease liabilities of $138,156.
The Company generated a net cash inflow of $741,975 for the year ended June 30, 2025.
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, assumptions, and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Note 2, “Summary of Significant Accounting Policies,” to the consolidated financial statements included herein describes the significant accounting policies and methods used in the preparation of the consolidated financial statements. The accounting policies described below are significantly affected by critical accounting estimates. Such accounting policies require significant judgments, assumptions, and estimates used in the preparation of the consolidated financial statements, and actual results could differ materially from the amounts reported based on these policies.
1. Useful Lives and Depreciation of Property, Plant and Equipment
The Company’s property, plant and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. We depreciate our property, plant and equipment on a straight-line basis over their estimated useful lives, which range from 3 to 27.5 years for land and buildings, 5 to 10 years for plant and machinery, and 3 to 10 years for other asset categories, including office equipment, computers, motor vehicles, furniture and fittings, and renovations. The depreciation method and estimated useful lives reflect management’s judgment based on historical experience, the nature of the assets, their anticipated use, and technological and economic factors.
The estimation of useful lives is a critical accounting estimate because it requires significant management judgment and has a material impact on our consolidated financial statements. Changes in the estimated useful lives of our assets could significantly affect the timing of depreciation expense recognized in future periods. For the fiscal years ended June 30, 2025 and 2024, depreciation expense totaled $248,940 and $417,517, respectively.
We periodically review the estimated useful lives of our assets and revise them when events or changes in circumstances indicate that the current estimates are no longer appropriate. We also review our assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
2. Impairment
of Long-Lived Assets and Intangible Assets
We
assess long-lived assets, including property, plant and equipment and indefinite-lived intangible assets,equipment, for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. We assess indefinite-lived intangible assets for impairment at least
annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is
impaired. Recoverability of long-lived assets is measured by comparing the carrying value to the estimated undiscounted future cash
flows expected from the asset or asset group.
If
the carrying value exceeds the expected undiscounted cash flows, thean impairment loss is measured as the excess of the carrying amount
over the fair value,value. whichFair value is generally determined using discountedvaluation cashtechniques flowthat models involvingincorporate significant estimates and assumptions,
including such asprojected future revenues, operating margins, and discount rates.
Our indefinite-lived intangible assets primarily consist of technology-related intellectual property associated with our BioFraction and carbon-negative technology platform, which we expect to generate economic benefits over an indefinite period. As part of its fiscal 2026 assessment, management reconsidered the indefinite-lived classification of the BioFraction intellectual property and identified no legal, regulatory, contractual, competitive, economic or technological factor that currently limits its useful life. Accordingly, management concluded that the indefinite-lived classification remained appropriate as of June 30, 2026.
Assessment Methodology
We perform our annual impairment assessment for indefinite-lived intangible assets in the fourth quarter of each fiscal year in accordance with ASC 350-30-35. We may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If the qualitative assessment indicates potential impairment, or if we elect to bypass it, we perform a quantitative impairment test.
What changed in the latest 10-Q
Risk Factors
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item. Our current risk factors are set forth in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC on October 23, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Cost of revenue”
New heading “Other income (expense), net”
New heading “Cost of revenue”
New heading “Interest expense”
New heading “Other income (expense), net”
Removed heading “Ergon Purchase Orders”
Removed heading “1. Useful Lives and Depreciation of Property, Plant and Equipment”
Removed heading “2. Impairment of Long-Lived Assets and Intangible Assets”
Removed heading “3. Allowance for Expected Credit Losses”
Removed heading “4. Revenue Recognition and Principal vs. Agent Determination”
Removed heading “5. Stock-Based Compensation”
Removed heading “6. Deferred Taxes and Valuation Allowance”
Largest changes
“2. Impairment of Long-Lived Assets and Intangible Assets”see in full comparison
“1. Useful Lives and Depreciation of Property, Plant and Equipment”see in full comparison
“As of December 31, 2025, we had cash and cash equivalents of $2,025,854, representing an increase of $1,004,742, or 98.4%, compared to $1,021,112 as of June 30, 2025, respectively. Deposits with banks decreased by $276,484, or 21.7%, from $1,276,484 as of June 30, 2025, to $1,000,000 as of December 31, 2025. The remaining $1,000,000 held in a certificate of deposit account is scheduled to mature in March 2026. Our accumulated operating losses increased by $1,850,931, or approximately 10%, from $18,263,181 as of June 30, 2025, to $20,114,112 as of December 31, 2025. …”see in full comparison
“Significant judgment is involved in identifying relevant risk factors, evaluating the impact of macroeconomic variables (e.g., inflation, interest rates, geopolitical instability), and determining the appropriate loss rates. A change in these factors could materially affect the timing and amount of credit loss provisions.”see in full comparison
Full comparison: every changed paragraph (95)
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. ThisWe believe
this is driving up demand for high-integrity, verifiable carbon credits.
With
key third-party validations from groups such as NCAT and Puro. earth in place, we are now focused on commercializing our solutions in
the United States, our most strategic market. To this end, in October 2025 we recently 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. 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
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 partnerships.commercial arrangements. We operate through our primary U.S. subsidiary,
Verde Renewables, headquartered in St. Louis, Missouri.
On April 27, 2026, we announced a strategic collaboration with Isometric, a leading certifier of carbon removal, to accelerate the certification and commercialization of engineered biochar for use in our BioAsphalt™ technology across North American and global markets.
On April 15, 2026, we engaged WAP Sustainability, a global sustainability consulting firm, to conduct a Life Cycle Assessment (“LCA”) of the engineered biochar used in our BioAsphalt™ product. The LCA is intended to support the potential development of an Environmental Product Declaration (“EPD”), which is an independently verified report that quantifies a product’s environmental impact across its life cycle. We expect that the results of the LCA will be used to assess the environmental characteristics of its biochar and related applications.
Ergon Purchase Orders
On
February 10, 2026, we received the first two purchase orders from Ergon for our proprietary cold mix biochar asphalt emulsifying agent,
Verde V24, withwhich order delivery scheduledoccurred withinduring the quarter ending March 31, 2026. The gross revenue to be generated from these purchase orders
is expected to be approximately $460,000.$460,000 Theseand purchasethe ordersrelated representreceivable was fully collected from Ergon in April 2026. This material event represents our
first commercial transaction following the execution of our 10-year exclusive licensing agreement with Ergon in October 2025 and is the
first step in our and Ergon’s combined go to market strategy for our cold mix BioAsphaltTM in North America.
For
the three months ended DecemberMarch 31, 20252026 and 20242025:
The
following table sets forth selected financial information from our statements of comprehensive loss for the three months ended December March
31, 20252026 and 20242025:
The
average rate of MYR : USD for three months ended DecemberMarch 31, 2026 and March 31, 2025 and December 31, 2024 was 0.24240.2528 and 0.2257,0.2247, respectively.
Revenue
We generated $4,679 in revenue Revenue
for the three months ended DecemberMarch 31, 2025, representing an increase of $2,256, or 93.1%, compared to revenue of $2,423 in the prior period. Our revenue for the three months ended December 31, 20252026 was mainlyprimarily derived from the salefirst oftwo ourpurchase 50-lborders baggedfrom BioAsphalt™Ergon product.for the proprietary, licensed cold
mix biochar asphalt emulsifying agent, Verde V24. In contrast, revenue for the three months ended DecemberMarch 31, 20242025 was mainlyprimarily derived
from incomesales fromof eventbiochar management.and natural palm enzymes.
The increase in revenue for the three months ended March 31, 2026, compared to the same period in 2025, was primarily attributable to an initial order of $460,000 from Ergon for Verde V24 in preparation for the execution of its commercialization strategy for its proprietary BioAsphalt™ product.
Cost of revenue
The sales in current period primarily reflects our planned depletion of our initial formulation of our bagged BioAsphalt™ product as we shifted toward an upgraded formulation of our BioAsphalt™ product that includes, among other enhancements, the use of recycled asphalt materials, an improved designer blend of biochar, and a more compatible grade of liquid asphalt in the emulsion. The increase in revenue for the three months ended December 31, 2025, compared to the same period in 2024, was primarily attributable to the Company’s intended depletion of the bagged BioAsphalt™ in preparation for the execution of its commercialization strategy for its proprietary BioAsphalt™ product and its continued focus on expanding core revenue-generating activities.
Cost of revenue in the three months ended December 31, 2025 and December 31, 2024 were $886 and $9,552, respectively, a decrease of $8,666 or 90.7%. The high cost in the previous period was mainly due to additional packaging costs incurred on goods previously sold. The absence of the non-recurring packaging costs incurred in the prior-year period and a favorable shift toward sales of its bagged BioAsphaltTM product resulted in the decreased cost in the current period.
The increase mainly is driven by the initial order from Ergon for Verde V24 during the period.
Gross profit of $3,793 was recorded for the three months ended December 31, 2025, compared to a gross loss of $7,129 for the corresponding period in 2024, representing an increase in profit of $10,922 or 153.2%. Gross loss was generated for the three months ended December 31, 2024 as opposed to a gross profit for the three months ended December 31, 2025 mainly due to the nonrecurring packaging costs incurred on goods previously sold, and a favorable shift toward sales of bagged BioAsphalt™ as mentioned above.
Selling,
general and administrative expenses waswere comprised mainly of salaries, office costs, legal and professional fees, consultancy fee,
research and development cost and travelling expenses. We incurred $1,126,428 and $2,383,949 in selling, general and administrative expenses for the three months ended December 31, 2025 and 2024, respectively. Selling, general and administrative expenses decreased by 52.7%,30%, or $1,257,521, $355,451,
primarily due to thereduction absencein ofshare-based compensation expense recognized for the specialthree bonusmonths ofended $1.25March million31, to2026 CEOas Jackthe Wongrelated
service periods for certain consultants were completed in recognition of his leadership, strategic vision and outstanding contributions in transforming the Company into a pioneer in the Net Zero building materials and carbon removal industry recorded in the prior period.period as per their respective service agreements.
Total other operating expenses for the period ended December 31, 2025 was $57,241, an increase of $6,543, or 12.9%, compared to $50,698 for the period ended December 31 2024. Other
operating expenses were comprised of expenditureexpenditures related to the maintenance of our biofraction plant in Borneo, arising from our strategic
decision to temporarily cease its operation in June 2023 to focus on our North American operations. The variance is attributable to foreign currency translation effects. The weakening of the U.S. dollar resulted in
higher reported amounts upon translation into the reporting currency.
Total interest expense for the period ended December 31, 2025 was $0, compared to $5,895 for the period ended December 31, 2024. The absence of interest expense during the current period was primarily attributable to the settlement of lease liabilities in our prior fiscal year in connection with the disposal of asset held for sale and certain property, plant, and equipment that were under financing arrangements.
Other income (Interest
expense)
The absence of interest expense during the current period was primarily attributable to the settlement of lease liabilities in our prior fiscal year in connection with the disposal of assets held for sale and certain property, plant, and equipment that were under financing arrangements.
Other income (expense), net
Net loss
The decrease in net loss was primarily attributable to the factors discussed above, including improved gross profit, lower selling, general and administrative expenses, and favorable changes in other income (expense), net.
Other income for the period ended December 31, 2025 was $245,800, an increase of $492,458, or 199.7%, compared to other expense, net of $246,658 for the period ended December 31, 2024. Other expenses, net of $246,658 for the three months ended December 31, 2024, mainly consists of gain on disposal of property, plant and equipment of $161,156, interest income from placement of deposit with bank of $16,271 and offset by reversal of unrealized foreign exchange gain of $442,021 due to lower fluctuations of the U.S. dollar against the Malaysian Ringgit. Other income of $245,800 for the three months ended December 31, 2025, mainly consist of unrealized foreign exchange gain of $234,395, interest income from placement of deposit with bank of $4,779 and sundry income of $6,626. Interest income from bank deposits declined to $4,779 in the three months ended December 31, 2025 from $16,271 in the three months ended December 31, 2024, reflecting reduced deposit placements in this period.
As a result of the above factors, we incurred a net loss of $934,076 for the three months ended December 31, 2025, representing a decrease in net loss of $1,760,253, or 65.3%, compared to a net loss of $2,694,329 for the three months ended December 31, 2024.
For
the sixnine months ended DecemberMarch 31, 20252026 and 20242025:
The
following table sets forth selected financial information from our statements of comprehensive loss for the threenine months ended SeptemberMarch 30, 202531,
2026 and 20242025:
The
average rate of MYR : USD for sixnine months ended DecemberMarch 31, 2026 and March 31, 2025 and December 31, 2024 was 0.23950.2439 and 0.2281,0.2270, respectively.
Revenue
Revenue for the nine months ended March 31, 2026 was primarily derived from the first two purchase orders from Ergon for the proprietary, licensed cold mix asphalt emulsifying agent, Verde V24. During the period, we procured Verde V24 from our supplier and completed large-volume sales to Ergon. These transactions represent our initial commercial-scale sales activity for Verde V24, following prior limited pilot sales. Revenue for the nine months ended Mar 31, 2025 was derived from sale of Biochar Asphalt Premix.
Cost of revenue
The increase was primarily attributable to higher sales volume in the current period, driven by initial purchase orders for our Verde V24 product. The increase also reflects the impact of product mix, as well as higher associated procurement costs and fulfilling early-stage commercial orders during our transition to our upgraded BioAsphalt™ formulation. Cost of revenue for the nine months ended March 31, 2025 were comprised of the cost of Biochar Asphalt products sold.
We generated $6,948 in revenue for the period ended December 31, 2025, representing a decrease of $121,045, or 94.6%, compared to revenue of $127,993 in the prior period. Our revenue was mainly derived from the sale of our 50-lb bagged BioAsphalt™ product.
The decrease in sales primarily reflects our planned depletion of our initial formulation of our bagged BioAsphalt™ product as we shifted toward an upgraded formulation of our BioAsphalt™ product that includes, among other enhancements, the use of recycled asphalt materials, an improved designer blend of biochar, and a more compatible grade of liquid asphalt in the emulsion. During this transition period, production and distribution of the earlier formulation were intentionally scaled back to support ongoing research and development activities. The transition from the bagged BioAsphalt™ to the upgraded formulation has caused a temporary dip in revenue until the upgraded formulation’s full launch and integration into our commercial channels.
Cost of revenue in the six months ended December 31, 2025 and December 31, 2024 were $2,221 and $59,148, respectively, a decrease of $56,927 or 96.2%. The decrease is mainly due to the decreased volume of sales as mentioned above.
The increase in gross profit was primarily attributable to higher sales volumes during the current period, including initial commercial sales of Verde V24. Gross margin as a percentage of revenue decreased compared to the prior year period due to changes in product mix. Revenue during the current period included a greater proportion of Verde V24 sales, which has a different pricing and cost structure compared to the Company’s finished BioAsphalt™ products sold in the prior year period.
Gross profit of $4,727 was recorded for the six months ended December 31, 2025, compared to a gross profit of $68,845 for the corresponding period in 2024, representing a decrease of $64,118 or 93.1%. The decline was primarily driven by the significantly lower quantity of product sold during the current period. In addition, sales in the current period were made largely at the distribution level, which typically generate lower margins than retail-level sales, which predominated during the corresponding period in 2024.
Selling,
general and administrative expenses was comprised mainly of salaries, office costs, legal and professional fees, consultancy fee,
research and development cost and travelling expenses. Selling, general and administrative expenses were $2,015,404 and $3,198,878 for the six months ended December 31, 2025 and 2024, respectively. The $1,183,474,$1,538,925, or 37.0%35% decrease was primarily due to the absence of the
special bonus of $1.25 million to CEO Jack Wong in recognition of his leadership, strategic vision and outstanding contributions in
transforming theour Companycompany into a pioneer in the Net Zero building materials and carbon removal industry recorded in the prior period,period
and reduction in share-based compensation expense recognized for the nine months ended March 31, 2026 as the related service periods
for certain consultants were completed in prior period as per their respective service agreements, partially offset by an increase in
legal and professional fees onrelated to the Ergon License of $150,000 and research and development costs of $125,000$187,500 in current period as we
continued our work to the upgraded formulation of our BioAsphalt™ product.
Other operating expenses consisted of maintenance-related expenditures for our biofraction plant in Borneo following the temporary cessation of operation in June 2023, as we shifted our focus toward our North American operations. The variance is attributable to foreign currency translation effects, as the weakening of the US dollar resulted in higher reported amounts upon translation into the reporting currency.
Interest expense
Total other operating expenses for the period ended December 31, 2025 was $113,137, an increase of $7,321, or 6.9%, compared to $105,816 for the period ended December 31 2024. Other operating expenses were comprised of expenditure related to the maintenance of our biofraction plant in Borneo, arising from our strategic decision to temporarily cease its operation in June 2023 to focus on our North American operations.
Total interest expense for the period ended December 31, 2025 was $0, compared to $101,360 for the period ended December 31, 2024. The
absence of interest expense during the current period was primarily attributable to the settlement of lease liabilities in our prior
fiscal year in connection with the disposal of asset held for sale and certain property, plant, and equipment that were under financing
arrangements, and the early conversion of promissory notes with an aggregate principal amount of $675,888 on August 16, 2024 in the prior
period.
Other income (expense), net
Net loss
The decrease in net loss was primarily attributable to the factors discussed above, and lower selling and general and administrative expenses.
Other income for the period ended December 31, 2025 was $270,183, a decrease of $727,412, or 72.9%, compared to $997,595 for the period ended December 31, 2024. The decrease was primarily due to the absence of a non-recurring insurance claim gain of $481,513 and gain on disposal of property, plant and equipment of $161,156 recognized in the six months ended December 31, 2024. Interest income from bank deposits declined to $11,823 in the six months ended December 31, 2025 from $38,809 in the six months ended December 31, 2024, reflecting reduced deposit placements in this period. Unrealized foreign exchange gain decreased to $251,734 in the six months ended December 31, 2025 from $276,680 in the six months ended December 31, 2024.
As a result of the above factors, we incurred a net loss of $1,853,631 for the six months ended December 31, 2025, representing a decrease in net loss of $485,983, or 20.8%, compared to a net loss of $2,339,614 for the six months ended December 31, 2024.
We have a limited operating history in the supply of net zero road construction and building materials and are subject to significant risks and uncertainties associated with early-stage operations, including our reliance on third parties (notably Ergon), and our ability to scale production, achieve consistent revenues, and obtain additional financing to support growth.
The
following summarizes the key component of our cash flows for the sixnine months ended DecemberMarch 31, 20252026 and 2024.2025.
Cash used in operating activities primarily reflects our net loss, adjusted for non-cash items and changes in working capital.
Cash used in operating activities reflects net loss adjusted for certain non-cash items, including depreciation expense, amortization of right of use assets and stock-based compensation, and the effects of changes in operating assets and liabilities. Our net cash used in operating activities increased $708,803, or 70.3%, from $1,008,400 for period ended December 31, 2024, to $1,717,203 for period ended December 31, 2025. The increase in cash used in operating activities for the period ended December 31, 2025, as compared to the same period in 2024 was primarily due to operational loss of $1,853,631 offset by noncash movements of $676,517 and net decrease in working capital of $540,089. The noncash expenses comprised $111,676 in depreciation, $51,429 in amortization, $601,983 in share-based compensation to nonemployee, $118,065 in share-based compensation to employees, $16,691 in share-based compensation to a director, operating lease expense of $28,407 and offset by unrealized foreign exchange gain of $251,734. The net decrease in working capital was used in amount due to director, account payables, prepayments, repayments on leases, accrued liabilities and other payables, offset against increase of working capital from inventories, related parties and other receivables and deposits.
Net cash provided by investing activities primarily reflects activity related to certificates of deposit in the current period, compared to proceeds from asset dispositions and insurance recoveries in the prior year period.
The net cash provided by investing activities for the period ended December 31, 2025 was $276,484, representing a decrease of $1,107,679, or 80%, compared to net cash from investing activities of $1,384,163 for the period ended December 31, 2024. The net cash provided by investing activities of $276,484 for the six months ended December 31, 2025 was primarily attributable to the withdrawal of $500,000 from a matured certificate of deposit to support general working capital and operating activities, partially offset by a separate deposit into a certificate of deposit with the bank of $223,516. Meanwhile, during the period ended December 31, 2024, the net cash provided by investing activities of $1,384,163 was due to proceeds from disposal of assets held for sale of $593,300, proceeds from insurance recoveries of $541,221, the purchase of property, plant and equipment of $358, and withdrawal from a matured certificate of deposit in the bank of $250,000 to support general working capital and operating activities.
Net cash provided by financing activities primarily reflects proceeds from equity financings in both periods, with a significant increase in the current period driven by the Ergon investment.
Overall, we generated modest net cash inflows in both periods, reflecting increased financing activity partially offset by operating cash outflows.
The net cash provided by financing activities for the six months ended December 31, 2025, was $2,448,000, representing an increase of $2,203,474, or 901.1%, compared to the net cash provided by financing activities for the six months ended December 31, 2024, of $244,526. The net cash provided by financing activities of $2,448,000 for the six months ended December 31, 2025, was primarily attributable to proceeds from common stock issuance, including $2,000,000 from Ergon. Meanwhile, for the period ended December 31, 2024, the net cash provided by financing activities of $244,526 resulted from proceeds from common stock issuance and common stock to be issued through private placements of $904,000, set off by repayment to lease liabilities of $614,474 and a refund from the cancellation of common stock of $45,000.
We generated a net cash inflow of $1,004,742 for the period ended December 31, 2025.
VRDR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-06-05 | Concannon Jeremy P |
Grant/award | 1,350,000 | — | — |
Well-known investors holding VRDR (13F)
None of the 59 investors we track reported a position in their latest 13F.