UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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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 (MOU) with Ergon Asphalt & Emulsion, Inc. (“Ergon”), outlining the principal terms and conditions under which the Company intends to grant to Ergon an exclusive, royalty-bearing, non-transferable license to use, manufacture, commercialize, market, sell, and distribute the Company's proprietary and innovative technologies for road construction applications, including the Company’s stabilization enzyme, TerraZyme, and proprietary emulsifying agent V24 (collectively, the “Verde Technologies”) within the United States. Pursuant to the license, Ergon intends to purchase exclusively from the Company its proprietary and innovative products necessary to implement the Verde Technologies (the “Verde Products”). Pricing, specifications, and delivery terms for the Verde Products shall be set forth in the License Agreement to be negotiated between the parties in good faith following execution of the MOU.
In consideration of the exclusive license, Ergon shall pay to the Company an annual, non-refundable license fee (the “License Fee”), with the first payment due within thirty (30) days of the effective date of the License Agreement (the “Effective Date”), and each subsequent payment due on the anniversary of the Effective Date thereafter. The parties agree to negotiate in good faith the License Fee amount, which will be set forth in the License Agreement.
Ergon also shall pay to the Company ongoing royalties based on the quantity of final product manufactured, sold, distributed, or otherwise commercialized by Ergon using the Verde Technologies (the “Final Products”). The royalties shall be calculated on a per gallon basis, and shall be paid within thirty (30) days following the end of each calendar quarter. The parties agree to negotiate in good faith the royalty rates and reporting requirements, which will be set forth in the License Agreement.
The term of the exclusive license shall be for an initial period of five (5) years, with an option to renew for subsequent five (5) years periods.
This MOU reflects the mutual commitment of the parties to negotiate in good faith and execute a License Agreement within ninety (90) days from the date of the MOU.
Item 9.01 Financial Statements and Exhibits
The Memorandum of Understanding is attached hereto as Exhibit 10.1.
| Memorandum of Understanding between Verde Renewables, Inc. and Ergon Asphalt & Emulsions, Inc. |
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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: | June 3, 2025 |
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