Verde Resources Inc. (OTCQB: VRDR) filed a registration statement on Form S‑1 with the U.S. Securities and Exchange Commission on December 23, 2025, announcing an underwritten public offering of its common stock that is expected to raise $5‑$8 million in gross proceeds. The filing also includes an application to list the company’s common stock on the Nasdaq Stock Market, with the listing to become effective upon the closing of the offering.
The company plans to use the proceeds to accelerate the deployment of its BioAsphalt technology and to deepen its partnership with Ergon Asphalt & Emulsions. Ergon, which invested $2 million in Verde on November 3, 2025, holds a 10‑year exclusive license to distribute BioAsphalt across the United States, Canada, and Mexico. The capital raise will fund scaling of production, expansion of the licensing model, and investment in research and development to enhance the low‑carbon performance of the product.
Verde’s financial history underscores the urgency of the capital raise. In the 12 months ending February 13, 2025, revenue surged 1,546.4% year‑over‑year, yet the company posted a net loss of $2,694,329 for the three months ended December 31, 2024. For the year ended June 30, 2025, the net loss was approximately $4.78 million, with an accumulated deficit of about $18.26 million. These losses reflect high operating expenses, including increased consultancy fees and share‑based compensation, but the revenue growth signals strong demand for the technology in a market that is rapidly seeking carbon‑negative construction materials.
The Nasdaq listing application is subject to the exchange’s listing standards, which may require a reverse stock split to meet the minimum bid price of $1.00. Verde has indicated that the split could range from 1‑for‑[○] to 1‑for‑[○], and the listing will only become effective once the offering closes and all regulatory conditions are satisfied. The company’s filing confirms that the Nasdaq approval is contingent on meeting these requirements and on the successful completion of the public offering.
The broader market opportunity for low‑carbon asphalt is substantial. U.S. road maintenance and expansion demand roughly 400 million tons of asphalt annually, and regulatory pressure is driving a shift toward sustainable alternatives. Verde’s BioAsphalt, which incorporates biochar and proprietary emulsifying agents, has been validated by the National Center for Asphalt Technology and can generate carbon removal credits, providing an additional revenue stream. While competitors are exploring similar technologies, Verde’s partnership with Ergon and its early‑stage licensing agreements position it to capture a significant share of the emerging market.
Management emphasized that the capital raise is a critical step toward scaling operations and achieving net‑zero goals. CEO Jack Wong noted that the partnership with Ergon “provides the distribution channels and market access needed to bring BioAsphalt to a national scale,” while COO Eric Bava highlighted the role of the technology in reducing Scope 3 emissions for asphalt producers. The company’s leadership signals confidence that the funding will enable it to transition from a niche product developer to a scalable market player in the carbon‑negative asphalt sector.
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