Filed Pursuant to Rule 253(g)(2)
Supplement No. 5 dated April 28, 2021 to
Post Qualification Amendment No. 2 to Offering Circular dated
December 11, 2020
VERDE BIO HOLDINGS, INC.
Cowboys Way, Suite 300
Frisco, Texas 75034
Offering Circular Supplement No. 5 (“Supplement No. 5”) to the
Offering Circular of Verde Bio Holdings, Inc., a Nevada corporation
(the “Company”), dated December 11, 2020, as amended on January 11,
2021 and qualified on January 19, 2021 and as amended on February
5, 2021 and qualified on March 30, 2021 and as supplemented by
Supplement No. 1 on March 15, 2021, Supplement No. 2 dated March
24, 2021, Supplement No. 3 dated April 8, 2021 and Supplement No. 4
dated April 27, 2021 (the Offering Circular, as amended and
supplemented, the “Offering Circular”), relating to the Company’s
public offering under Regulation A under Section 3(b) of the
Securities Act of 1933, as amended, for Tier 2 offerings, pursuant
to which the Company is offering up to 1,000,000,000 shares of
common stock (“Offered Shares”) at an offering price of $0.01 per
share for gross proceeds to the Company of up to $2,000,000 on a
“best efforts” basis. This Supplement No.4 should be read in
conjunction with the Offering Circular, and all amendments and
supplements thereto, and is qualified by reference to the Offering
Circular and prior supplements except to the extent that the
information contained herein supplements or supersedes the
information contained in the Offering Circular and may not be
delivered without the Offering Circular.
Supplement No.5 is being filed in connection with a CORRECTION to
the number of offered shares in Supplement No. 5. The correct
number of shares being offered is 1,000,000,000 shares at a price
of $0.01 per share.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if the Offering Circular or this
Supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
date of this Supplement No. 5 to the Offering Circular is April 28,
of common stock
is a public offering of up to 1,000,000,000 shares of common stock
(“Shares”) of Verde Bio Holdings, Inc. to be sold at the price of
$0.01 per share.
offering will terminate on the earliest to occur of (i) the date on
which we sell the maximum number of Shares, or the Maximum Offering
Amount, or (ii) twelve (12 months) from the date of the initial
qualification of this offering. We refer to either of these two
dates as the Termination Date. The initial closing date will occur
at the Company’s sole discretion and may be any date after the
Company has received and accepted subscriptions and before the
Termination Date. If, on the initial closing date, we have sold
less than the Maximum Offering Amount, then we will hold one or
more additional closings for additional sales, up to the Maximum
Offering Amount, through the Termination Date
common stock currently trades on the OTC Pink market under the
symbol “VBHI”. On April 27, 2021, the last quoted sale price of our
common stock as reported on the OTC Market Pink Sheets was $0.0214
per share. Our common stock currently trades on a
sporadic and limited basis.
Total Maximum (2)
Public Offering Price (1)
Underwriting Discounts and Commissions (3)
Proceeds to Us from this Offering to the Public (Before
We are offering shares on a continuous basis 1,000,000,000 shares
of common stock at an offering price of $0.01 per share.
This is a “best-efforts” offering. As there is no minimum offering,
upon the approval of any subscription to this Offering Circular,
the Company shall immediately deposit said proceeds into the bank
account of the Company and may dispose of the proceeds in
accordance with the Use of Proceeds.
Railto Markets is our Broker of Record and receives a commission
related to sales of 1%.
Excludes estimated total Offering expenses of approximately
expect to commence the sale of the shares as of the date on which
the Offering Statement of which this Offering Circular is approved
by the Securities and Exchange Commission.
See “Risk Factors” to read about factors you should consider
before buying shares of common stock.
Generally, no sale may be made to you in this offering if the
aggregate purchase price you pay is more than 10% of the greater of
your annual income or net worth. Different rules apply
to accredited investors and non-natural persons. Before
making any representation that your investment does not exceed
applicable thresholds, we encourage you to review Rule
251(d)(2)(i)(C) of Regulation A. For general information
on investing, we encourage you to refer to
The United States Securities and Exchange Commission does not
pass upon the merits of or give its approval to any securities
offered or the terms of the offering, nor does it pass upon the
accuracy or completeness of any offering circular or other
solicitation materials. These securities are offered pursuant to an
exemption from registration with the Commission; however, the
Commission has not made an independent determination that the
securities offered are exempt from registration.
Common Stock we are offering
Maximum offering of 1,000,000,000 shares at a price of $0.01 per
Common Stock outstanding before this Offering
Use of proceeds
funds raised per this offering will be utilized for working
capital, including the acquisition and management of additional
oil, gas and mineral rights leases and interests.
Terms of the
Company is offering, on a best-efforts basis, a maximum of
1,00,000,000 shares of its common stock. The shares will be sold at
an offering price of $0.01.
is no minimum investment required from any individual investor. The
shares are intended to be sold directly through the efforts of our
officers and directors. The shares are being offered for a period
not to exceed 360 days. The offering will terminate on the earlier
of: (i) the date when the sale of all shares is completed, or (ii)
360 days from the effective date of this document. For more
information, see the section titled “Plan of Distribution”
and “Use of Proceeds” herein.