Filed Pursuant to Rule 253(g)(2)
Supplement No. 2 dated March 24 ,2021 to
Post Qualification Amendment No. 1 to Offering Circular dated
December 11, 2020
VERDE BIO HOLDINGS, INC.
Cowboys Way, Suite 300
Frisco, Texas 75034
This Offering Circular Supplement No. 2 (the “Supplement No.2”)
relates 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 supplemented by Supplement No. 1 on
March 15, 2021 (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 200,000,000 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.2 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 the
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
This Supplement No.2 is being filed
in connection with the increase in the offering amount to
300,000,000 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.
The date of this Supplement No. 2 to the Offering Circular is
March 24, 2021.
shares of common stock
Aggregate Offering Proceeds)
is a public offering of up to 300,000,000 shares of common stock
(“Shares”) of Verde Bio Holdings, Inc. to be sold at the price of
$0.01 per share.
This 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
common stock currently trades on the OTC Pink market under the
symbol “VBHI”. On March 24, 2021, the last quoted sale price of our
common stock as reported on the OTC Market Pink Sheets was $0.0256
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 300,000,000 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.
We have filed an amendment adding Railto Markets as our Broker of
Record. However, this amendment has not been approved and no
commissions will be paid to Railto until FINRA has issued a No
Objection Letter with regards to Rialto Markets and the SEC has
approved the amendment.
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 300,000,000 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, self-underwritten basis a
maximum of 300,000,000 shares of its common stock.
Company is offering, on a best-efforts, self-underwritten basis, a
maximum of 300,000,000 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.