VERDE BIO HOLDINGS, INC.

VERDE BIO HOLDINGS, INC. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

The merger closed: Verde Bio Holdings' stockholders received SensaSure shares (about 1 SensaSure share per 300.47 Verde shares), Verde was then merged into SensaSure, and the combined company was renamed "Formation Minerals, Inc." CEO Scott Cox departed, ending Verde Bio Holdings' nearly four-year run as an independent public oil and gas royalty company.

business combination

The SEC declared the merger's S-4 registration statement effective, and a May 9, 2024 shareholder vote was scheduled; the deal structure was clarified so SensaSure survives and takes the name "Formation Minerals, Inc." -- and the combined company now expects to keep trading on the OTC market rather than uplisting to Nasdaq as originally hoped, a step down from the deal's initial framing.

merger communication

SensaSure and Verde Bio jointly announced the filing of a Form S-4 registration statement with the SEC for the pending merger, a required step toward the shareholder vote.

merger communication

The SensaSure merger agreement was amended to extend the closing deadline from February to June 2024, and confirmed that advisor Spartan Capital Securities will receive roughly 5% of the combined company's stock for its services on the deal.

business combination

Verde Bio agreed to merge into a subsidiary of SensaSure Technologies, with Verde shareholders receiving SensaSure stock; the combined company was expected to pursue a Nasdaq listing -- a deal aimed at giving Verde's growing oil and gas mineral business a bigger public platform.

business combination

Verde Bio filed a parallel Rule 425 copy of the same-day announcement that it had agreed to merge with SensaSure Technologies, required because the deal involves a stock exchange and proxy solicitation.

merger communication

A year after paying off its old GHS convertible notes, Verde Bio took on a new toxic-style lender: a $200,200 promissory note from 1800 Diagonal Lending LLC at 12% interest, convertible at a 75% discount to market if the company defaults.

capital raising announcement

Verde Bio hired New to the Street Group LLC for investor-relations and media services, paying $10,000/month plus 13 million restricted shares - a large stock issuance for a marketing contract.

capital raising announcement

Verde Bio sharply upsized its Series C Preferred financing facility with GHS Investments - from the roughly $1 million floated in December 2021 to up to $6 million (125 preferred shares closed initially, $125,000) - and amended its Certificate of Designation to authorize 7,600 Series C shares in total.

capital raising announcement

Verde Bio agreed to its largest royalty acquisition to date, $3.2 million cash -- a step change in deal size from its typical sub-$1 million purchases.

material agreement

Verde Bio lined up a new financing facility (up to $1 million of newly created Series C Convertible Preferred Stock) with GHS Investments -- the same lender it had just paid off months earlier -- and signed a letter of intent to acquire biodiesel production facilities, a notable attempted diversification beyond oil and gas royalties.

material agreement

Verde Bio settled and paid off $715,000 owed under old convertible promissory notes to GHS Investments -- clearing legacy toxic-style debt from before its oil and gas pivot -- and separately hired a new marketing/sales consultant paid mostly in stock.

material agreement

Verde Bio closed its largest acquisition yet, over $1.1 million in cash for additional mineral and royalty interests -- more than double any prior deal.

asset acquisition disposition

Verde Bio added a third toxic-note lender, Power Up Lending Group: a $55,500 convertible note at 12% interest, convertible after 180 days at a 42% discount to market.

capital raising announcement

Verde Bio took on a new toxic-style lender alongside GHS: a $30,556 convertible note from Quick Capital, LLC at 10% interest, convertible at a steep discount (the lesser of $0.01 or 50% of market).

capital raising announcement

Now renamed Verde Bio Holdings, the company made its first oil and gas move: agreeing to buy mineral and royalty interests from a private seller for 10 million shares of stock -- the start of its actual current business as a rolling acquirer of small oil and gas royalty packages.

material agreement

Verde Bio lined up a $5 million GHS Investments equity line ahead of its oil-and-gas pivot, and separately issued 24.5 million shares to consultants and service providers - including 20 million shares to sole director and CEO Scott Cox, who approved his own grant.

capital raising announcement

Appiphany formed a hemp seed and genetics joint venture with Tsilaan, LLC and Kola Venture Group, taking a 25% stake for $300,000 cash plus 1.5 million shares issued to its partners - a concrete step on the hemp pivot floated weeks earlier.

capital raising announcement

Appiphany took on its first GHS Investments convertible note, $35,000 at 10% interest, convertible at a 60% discount to market - the start of the toxic-note debt load that would later cost $715,000 to unwind in 2021.

capital raising announcement

Scott Cox took voting control of the company (by then still Appiphany) through a purchase of super-voting Series A Preferred shares, replacing Robert Sargent as sole director -- the change-of-control event that set up the company's later pivot into oil and gas as Verde Bio Holdings.

business combination

Appiphany acquired key customer accounts and brand-protection/anti-counterfeiting technology assets from Media Convergence Group for 20 million shares -- its actual product line (Watchdog anti-counterfeiting monitoring) at the time, years before the pivot to oil and gas.

material agreement