UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Introductory Note
We are filing this Current Report on Amendment No. 1 of the Form 8-K/A to update Item 1.01 of the Report regarding the execution of an Addendum to the Memorandum of Understanding with Ergon Asphalt & Emulsion, Inc. to finalize an exclusive U.S. license agreement.
Item 1.01 Entry into a Material Definitive Agreement
On May 30, 2025, Verde Renewables, Inc., a wholly owned subsidiary of the Company, entered into a Memorandum of Understanding (the “MOU”) with Ergon Asphalt & Emulsion, Inc. (“Ergon”). The MOU set forth the parties’ intent to negotiate and finalize an exclusive license agreement covering the United States within ninety (90) days from the date of the MOU.
As of August 29, 2025, the parties executed an Addendum to the MOU (the “Addendum”) acknowledging that additional time is required to finalize the definitive agreement. Under the Addendum, the parties confirmed their mutual commitment to complete negotiations and execute the exclusive U.S. license agreement within September 2025.
All other terms of the MOU remain unchanged and in effect.
Item 9.01 Financial Statements and Exhibits
The Addendum to Memorandum of Understanding is attached hereto as Exhibit 10.1.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VERDE RESOURCES, INC.
/s/ Jack Wong |
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Jack Wong |
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Chief Executive Officer |
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Date: | August 29, 2025 |
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EXHIBIT 10.1
ADDENDUM TO MEMORANDUM OF UNDERSTANDING
This Addendum (“Addendum”) is made and entered into as of August 29, 2025, by and between Verde Renewables, Inc. (“Verde”), a subsidiary corporation of Verde Resources Inc., and Ergon Asphalt & Emulsions, Inc. (“Ergon”), collectively referred to as the “Parties.”
WHEREAS, the Parties entered into a Memorandum of Understanding dated May 30, 2025 (the “MOU”), setting forth their mutual intent to negotiate and execute an exclusive license agreement for the United States within ninety (90) days;
WHEREAS, the Parties have been diligently engaged in negotiations toward finalizing a mutually beneficial definitive agreement, but have not completed such agreement within the ninety (90) day period set forth in Section VII of the MOU;
NOW, THEREFORE, the Parties agree as follows:
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| 1. | The Parties acknowledge and agree that negotiations are ongoing and both Parties remain fully committed to finalizing a definitive agreement covering the exclusive rights within the United States. |
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| 2. | The Parties agree to extend the period for finalizing the definitive License Agreement to be completed within September 2025. |
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| 3. | Except as expressly modified herein, all other terms and conditions of the MOU remain unchanged and in full force and effect. |
IN WITNESS WHEREOF, the Parties have executed this Addendum as of the date first above written.
For and on behalf of Verde Renewables, Inc.
/s/ Eric J. Bava
Name: Eric J. Bava
Title: Director
For and on behalf of Ergon Asphalt & Emulsions, Inc.
/s/ Larry Tomkins
Name: Larry Tomkins
Title: Senior VP of Sales and Marketing