Risk Factors Dashboard

ITEM 1A. Risk Factors

Investing in our securities is speculative and involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this Annual Report, before deciding to invest in our securities. If any of the following risks materialize, our business, prospects, liquidity, financial condition and results of operation will likely be materially and adversely affected. If any of the following risks materialize, our business, financial condition, results of operation and prospects will likely be materially and adversely affected. In that event, the market price of our Common Stock could decline, and you could lose all or part of your investment. Some statements in this Annual report, including statements in the following “Risk Factors” section, constitute forward-looking statements. Please refer to the section entitled “Cautionary Note Regarding Forward Looking Statements.”

Risks Related to Our Business and Industry

Our current business has a limited operating history, and we continue to refine our business model, which makes it difficult to evaluate and compare our past performance with future prospects. Therefore, it is difficult to assess our ability to generate future revenue and earnings, making an investment in our company speculative.

Our company has engaged in several different and varied businesses since its formation in 2010, including businesses very different from our current business. We have only been engaged in our current business model since 2023. Therefore, our current business model is relatively new and unproven, and there is limited historical financial or operational data on which to evaluate our company. Furthermore, we continue to refine our strategies. Furthermore, we continue to refine our strategies. Therefore, there is very limited and evolving or differing historical operating data on which to evaluate the results of and prospects for our current business model. Therefore, there is very limited and evolving or differing historical operating data on which to evaluate the results of and prospects for our current business model.

Moreover, given that our current business model is at its early stages, and particularly since under both the MCCA and Ergon License, Ergon is not currently required to purchase any minimum amounts of biochar or Verde 24 from us, it is impossible to know with any certainty whether our current business model will generate revenues or ultimately lead to positive cash flows or profitability. This makes evaluating an investment in our company speculative.

We have a history of operating losses and may never achieve cash flow positive or profitable results of operations.

We have never been profitable and have incurred significant losses and cash flow deficits. For the fiscal years ending June 30, 2026 and 2025, we reported net losses of approximately $3.44 million and $4.78 million respectively. For the fiscal years ending June 30, 2025 and 2024, we reported net losses of approximately $4.78 million and $3.19 million respectively. At June 30, 2026, we had an accumulated deficit of approximately $21.71 million. At June 30, 2025, we had an accumulated deficit of approximately $18.26 million. If we cannot generate sufficient revenues, we would expect to continue to report losses until we can substantially increase our revenues, which we may be unable to do. If we cannot generate sufficient revenues, we would expect to continue to report losses until we can substantially increase our revenues, which we may be unable to do. There is therefore a risk that we will be unable to operate our business in a manner that generate positive cash flow or profit, and our failure to increase our revenues, generate positive cash flow and operate our business profitably would damage our reputation and stock price. There is therefore a risk that we will be unable to operate our business in a manner that generate positive cash flow or profit, and our failure to increase our revenues, generate positive cash flow and operate our business profitably would damage our reputation and stock price.

We are highly dependent on our relationship with Ergon, and our failure to successfully commercialize our products through Ergon could materially adversely affect our business.

On October 10, 2025, we entered into the Ergon License relating to Verde V24, and on July 1, 2026, we entered into the MCCA with Ergon. Under the MCCA, we act as a preferred supplier of engineered biochar to Ergon and provide carbon credit monetization and related services, while Ergon uses its good faith efforts to develop, manufacture and market products containing our engineered biochar. Our current go-forward commercialization strategy with Ergon is focused on combining Ergon’s asphalt liquids, including emulsions and liquid binders, with our engineered biochar across multiple road applications, initially focused on cold-paving applications. As a result, we expect that a significant portion, and potentially substantially all, of our near-term revenues will depend on Ergon’s ability and willingness to utilize our engineered biochar and successfully commercialize products incorporating our technology.

The MCCA sets forth non-binding annual target supply volumes of Ergon’s products for which Verde Renewables will aim to supply its engineered biochar. Accordingly, there can be no assurance that Ergon will purchase any minimum quantity of engineered biochar from us or generate meaningful revenues for us. Any future purchase requirements remain subject to negotiation and may not be established on favorable terms, or at all.

In addition, we have limited control over the commercialization of our products under both the Ergon License and the MCCA. Ergon is responsible for manufacturing, marketing, distribution, and customer adoption of asphalt products containing our technologies, and our ability to generate revenue is therefore dependent on Ergon’s operational execution, customer relationships, and market acceptance of products incorporating our technology.

Our economic participation in certain revenue streams is also subject to the terms of the Ergon License and MCCA, including arrangements pursuant to which a portion of carbon removal credits generated from the use of our products may be allocated to Ergon. These arrangements may reduce the revenues and margins we would otherwise realize from such activities.

Furthermore, our ability to supply Ergon is dependent on our access to key inputs, including our biochar which we obtain pursuant to the BSL Supply Agreement with BSL. Any disruption in our ability to obtain such inputs, including as a result of a breach or termination of the BSL Supply Agreement, could impair our ability to perform under the Ergon License and MCCA, respectively, and materially adversely affect our business, financial condition and results of operations.

Moreover, should either of the Ergon License or MCCA be terminated or we otherwise lose the business relationship with Ergon, it could result in a material decline in our revenue, profitability, and cash flow, leading to increased business risk and potential financial instability. We may also be unable to replace Ergon with a similar relationship in a timely manner or at all, which would have a material adverse effect on our viability as a company as well as our results of operations and stock price.

We are substantially dependent upon BSL for our supply of engineered biochar in the United States. Any loss of such supply, or breach by us of the agreements governing the supply to us of engineered biochar, could have a material adverse effect on our business.

Through our BSL Supply Agreement, BSL has agreed to manufacture, supply, distribute and white label engineered biochar for incorporation into our and our customer’s products. In return, we have agreed that BSL shall serve as our exclusive supplier of engineered biochar for asphalt and road construction applications in the United States. We are substantially dependent upon BSL to fulfill our supply obligations to Ergon under the MCCA. If BSL is unable to fulfill its obligations under the BSL Supply Agreement or is otherwise unable to meet our demands for engineered biochar in the United States, we could fail to meet our obligations under the MCCA and our business, financial condition, and results of operations would be materially adversely affected. Similarly, if we breach the terms of the BSL Supply Agreement with BSL or otherwise lose access to the engineered biochar supplied by BSL, our business, prospects, financial condition and results of operations would be materially adversely affected.

We are dependent on third-parties for the production of end-products containing our technologies, and the inability to perform by, or loss of, these third-parties would have a material adverse effect on our business, financial condition and results of operations.

We are reliant on a still developing business model where our licensees and customers are responsible for producing high-quality road material products based on or incorporating our proprietary technologies. As such, our success depends heavily on our ability to effectively manage and maintain these relationships, as well as the operational technologies provided to our licensees and customers. At the moment, we only have one such relationship, Ergon; however, we intend to pursue the same licensing and sales strategy globally with strategic, in-country relationships. At the moment, we only have one such relationship with a licensee (namely, Ergon); however, we intend to pursue the same licensing strategy globally with strategic, in-country relationships. Any failure to properly manage or oversee the use of our products sold or technologies licensed by these third-parties could negatively impact the quality and consistency of the end-products, and in turn, our reputation and ability to operate effectively. Any failure to properly manage or oversee the use of our licensed technologies by these third-party licensees could negatively impact the quality and consistency of the products, and in turn, our reputation and ability to operate effectively.

We intend to invest significantly in information and operational technologies to support our licensees and customers, as well as to maintain operational efficiency. Some of these investments will involve complex, multi-year technology deployments that require specialized customization and project management to ensure they deliver the expected value. Our new technology infrastructure will be a mix of on-premises, hybrid, and cloud technologies, supported by both third-party outsourced service providers and internal resources. Any failure to properly manage the customization or deployment of these technologies within this complex operating environment could lead to additional costs, delays, or an erosion of the benefits realized from these investments.

Given the specific nature of the technologies we license and sell, we will be reliant on third-party specialists for implementation. Failure to secure appropriately skilled and experienced third-party specialists may increase the risk of unsuccessful implementations, delays, and higher costs. Failure to secure appropriately skilled and experienced third-party partners may increase the risk of unsuccessful implementations, delays, and higher costs. If we fail to ensure that our licensees and customers have the necessary support and technology investments at the right time, we risk losing our competitive advantage, reducing the quality of the end-products containing our technologies, or failing to comply with evolving laws and regulations. If we fail to ensure that our licensees have the necessary support and technology investments at the right time, we risk losing our competitive advantage, reducing the quality of our products, or failing to comply with evolving laws and regulations.

In addition, our revenue and income potential for our business model is unproven and our business is continually evolving. Our success depends upon the sufficient acceptance and adoption by end users of products. Currently, our products have not been introduced into the commercial market at scale. We cannot predict how quickly, if at all, the potential end users will accept our products or our customers’ products that contain our technologies, or, if accepted, the extent of the purchase of our products or our customers’ products containing our technologies. We cannot predict how quickly, if at all, the potential end users will accept our products, or, if accepted, the extent of the purchase of our products.

We therefore can give no assurance that we will be able to successfully implement our business model, our strategies or develop new products. Accordingly, our business model could expose us to significant risks, beyond those associated with operating our existing business, including difficulties with our licensees or customers and our incurrence of unanticipated liabilities and expenses, and may materially adversely affect our business, prospects, liquidity, financial condition and results of operations. Accordingly, the licensing business model could expose us to significant risks, beyond those associated with operating our existing business, including difficulties with our licensees and our incurrence of unanticipated liabilities and expenses, and may materially adversely affect our business, prospects, liquidity, financial condition and results of operations.

The generation of certified carbon credits through our proprietary technologies and asphalt applications is an untested business model, and the market for carbon credits is immature, highly volatile, and subject to rapid regulatory and commercial change.

A key component of our business strategy and growth plan relies on our ability to generate, certify, and monetize carbon removal credits (such as those issued through registries like Puro.earth) derived from the incorporation of our engineered biochar into asphalt and other applications. However, the process of qualifying, measuring, reporting, and verifying (MRV) carbon sequestered in civil infrastructure materials is relatively new, highly technical, and subject to evolving regulatory standards and registry methodologies.

We cannot assure you that we or our commercial partners (including Ergon, with whom we have agreed to share a portion of generated carbon credits) will successfully obtain or maintain certification for carbon removal credits at scale. Furthermore, the broader voluntary and compliance markets for carbon credits are highly fragmented, immature, subject to unpredictable price fluctuations, and lack standardized trading mechanics. Factors that could materially adversely affect our carbon credit monetization strategy include:

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Evolving MRV Protocols and Registry Approvals: Changes in third-party verification standards, life cycle assessment (LCA) requirements, or registry rules could restrict our ability to quantify or register carbon credits from road construction materials.

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Market Acceptance and Demand Volatility: Demand for carbon removal credits depends heavily on voluntary corporate sustainability commitments, regulatory mandates, and macroeconomic conditions. Any decline in corporate buyer interest or negative public perception regarding engineered biochar solutions could depress credit prices or eliminate secondary buyers.

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Reliance on Partners: Our operational model relies on supply partners (such as Biochar Solutions LLC) to deliver qualified biochar feedstock and commercial partners (such as Ergon) to deploy the material in sufficient volumes. Disruptions in supply, failure to meet quality standards, or lower-than-projected application volumes will directly impact credit generation.

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Regulatory and Legal Uncertainty: Governments and international bodies may introduce new carbon market regulations, accounting rules, or taxation frameworks that could impair the economic viability of our carbon credit monetization model.

If we are unable to reliably generate, verify, and sell carbon credits at favorable prices, or if the market for infrastructure-based carbon removals fails to mature, our projected revenues, financial condition, and growth prospects could be materially and adversely affected.

Our memorandum of understanding with Highway in Singapore is non-binding and remains subject to pilot program validation of our engineered biochar carbon platform. We may never reach the stage of definitive documentation to commercialize our platform in Singapore.

Our proposed collaboration with Highway International Pte. Ltd. in Singapore represents a potential commercial pathway for our planned expansion in Southeast Asia. Under the Highway MoU entered into in August 2026, the parties contemplate that engineered biochar for the proposed Singapore initiative is expected to be supplied from our BioFraction facility in Sabah, Borneo.

However, the Highway MOU is non-binding, serves principally as a framework for future exploration and potential binding agreements and does not obligate either party to enter into a definitive licensing agreement or complete any transaction. To advance towards definitive documentation, our engineered biochar platform will need to be validated in a pilot program, and such validation may not occur. Our inability to capitalize on our opportunity in Singapore via the Highway MOU or otherwise would adversely impact our potential to generate revenues in the future.

We have not funded certain amounts required under our agreement with C-Twelve, and C-Twelve may assert that we are in breach of the agreement, which could result in disputes, additional costs or other adverse consequences.

Under the C-Twelve Agreement, we hold an exclusive ten-year license in the United States, Canada and Mexico relating to Verde V24. Pursuant to the C-Twelve Agreement and related addendum, we were required to pay C-Twelve an additional $1.0 million exclusive licensing fee and provide C-Twelve with a $2.0 million loan. If such funding was not achieved by July 31, 2026, C-Twelve has the right, upon ten business days’ notice, to hold us in breach of the C-Twelve Agreement. As of the date of this Annual Report, we have not provided C-Twelve with the $2.0 million loan or the $1.0 million licensing fee, however, C-Twelve has not provided us with notice declaring us in breach of the C-Twelve Agreement.

In August 2026, we received the completed NCAT report relating to testing of material utilizing C-Twelve’s emulsifier. The findings indicated that the C-Twelve material is not yet ready for commercial market deployment. We have shared the report with C-Twelve and have communicated with C-Twelve regarding the report and its findings.

Our current go-forward commercialization strategy with Ergon does not contemplate the use of Verde V24 and instead focuses on combining Ergon’s asphalt liquids, including emulsions and liquid binders, with our engineered biochar for multiple road applications. Accordingly, we do not currently expect our decision not to utilize Verde V24 in our go-forward commercialization strategy to materially adversely affect our business growth. Nevertheless, the C-Twelve Agreement remains in effect, and C-Twelve may provide notice of breach and exercise contractual remedies available to it as a result of our failure to satisfy the funding requirements. Any dispute regarding our obligations under the C-Twelve Agreement could require us to renegotiate the agreement, incur additional costs, engage in litigation or arbitration, or otherwise expend management and financial resources, any of which could adversely affect our business, liquidity, financial condition and results of operations.

We will depend upon a select number of customers for a significant portion of our revenue for the foreseeable future. Any failure or delay in payments by these customers would have a material adverse effect on our revenues and financial condition.

Under each of our biochar distribution model and our licensing model, we currently have a single customer, Ergon. For the foreseeable future, Ergon and selected customers of Ergon are expected to account for the majority of our revenue. As we work to expand each of our biochar distribution and licensing model in the U.S and globally, there will be a period of time in which our revenue is significantly dependent upon one or a small number of key customers. This customer concentration exposes us to a material adverse effect if any of these significant customers were to significantly reduce purchases for any reason or favor competitors or new market participants, and we can provide no assurance that any of these customers or any of our other customers will continue to utilize our products or our services at historic levels. Our customer concentration may also subject us to perceived or actual bargaining leverage that our key customers may have, given their importance to us. If our key customers seek to negotiate or renegotiate their agreements on terms less favorable to us and we accept such unfavorable terms, such unfavorable terms may have a material adverse effect on our business, results of operations and financial condition. Furthermore, industry consolidation and company failures could decrease the number of potential significant customers for our products and services. The decrease in the number of potential significant customers will increase our reliance on key customers and, due to the relative importance to us, may negatively impact our bargaining position and thus our profit margins. If we were to lose one of our key customers or have a key customer cancel a key program or otherwise significantly reduce its volume of business with us or fail to pay us in full for the goods or services purchased from us, our sales and profitability would be materially reduced and our business and financial condition would be seriously harmed.

We have recently entered into each of the Ergon License and MCCA, from which two agreements we anticipate predominantly all of our revenue will be derived in the immediate future. The loss of either of the Ergon License or MCCA, whether through our fault, such as by the failure of Verde V24 or our biochar, and the products in which either are incorporated to perform as desired, or for reasons outside of our control, such as material adverse changes to Ergon’s financial condition, could cause a material adverse impact on our business, operating results and financial condition. The loss of the Ergon License, whether through our fault, such as by the failure of Verde V24 and the products in which it is incorporated to perform as desired, or for reasons outside of our control, such as material adverse changes to Ergon’s financial condition, could cause a material adverse impact on our business, operating results and financial condition. Additionally, any non-payment or delay in payment of the receivables under the Ergon License, MCCA, or similar agreements we may enter into in the future or any inability to collect receivables under the Ergon License, MCCA, or similar agreements, or enforce other contractual obligations, would have a significant material adverse effect on our revenues and financial condition. Additionally, any non-payment or delay in payment of the receivables under the Ergon License or similar agreements we may enter into in the future or any inability to collect receivables under the Ergon License or similar agreements, or enforce other contractual obligations, would have a significant material adverse effect on our revenues and financial condition.

Our future operating results are difficult to predict and may vary significantly from quarter to quarter, which may adversely affect the price of our Common Stock.

Our limited history in our current business model, together with our history of losses, make prediction of future operating results difficult. You should not rely on any growth we may experience in the future as any indication of future growth rates or operating results. Our valuation and the price of our Common Stock will likely fall in the event our operating results (notably our revenue growth, with the goal of achieving cash flow positive and profitable operations) do not meet the expectations of analysts and investors. Comparisons of our quarterly operating results may be an unreliable indication of our future performance because they are likely to vary significantly based on many factors, including:

Therefore, you should expect that our results of operations will be difficult to predict, which will make an investment in our company uncertain.

We may not enter into an exclusive license agreement with Nature Plus Inc for the TerraZyme technology.

On August 14, 2024, we entered into a memorandum of understanding (the “NPI MOU”) with Nature Plus Inc. (“NPI”) to formalize the collaboration on the NCAT test track project discussed in the section entitled “Business” above and explore subsequent business opportunities arising from the successful completion of the NCAT testing. The NCAT testing involved the application of TerraZyme technology for the stability of subgrade and base layers, with the overarching goal of advancing road construction methodologies. We agreed to jointly develop mixed designs and materials incorporating biochar with NPI, aiming to enhance performance and promote carbon sequestration. Under the terms of the NPI MOU, we intend to continue collaboration on future initiatives with NPI upon the successful completion of the NCAT testing, including soil stabilization and material development, carbon removal credits, certification and compliance, and possible exclusive rights to distribute TerraZyme. The NPI MOU is effective until December 31, 2026, or until replaced by an earlier definitive agreement. We are currently in negotiations with NPI for an exclusive worldwide license for TerraZyme.

If such a definitive license agreement for TerraZyme is not entered into, we would continue to utilize TerraZyme under the terms of the NPI MOU until its termination. Our engineered biochar and other proprietary technologies operate independently and are not reliant upon TerraZyme for their production or performance. Our other proprietary technologies, including Verde V24, operate independently and are not reliant upon TerraZyme for their production or performance. The TerraZyme enzyme is considered a complimentary additive that may enhance material performance and potentially generate additional revenue opportunities. We view TerraZyme as an enhancement that could further diversify and strengthen our product portfolio within the sustainable road construction sector in North America.

It is important that we continue negotiations with NPI to either extend the MOU or enter into a definitive agreement or other arrangement that would allow the continued use of the TerraZyme enzyme. If such negotiations are unsuccessful, we may need to identify or develop a suitable substitute for TerraZyme. This process could require substantial time and resources and could delay our planned operational expansion in North America, which could have a material adverse effect on our business, operating results, and financial condition. Additionally, the inability to continue using TerraZyme could materially and adversely affect our potential product offerings and our overall operations, business performance, and financial condition as a result.

Our business depends on activity within the construction industry, which can be cyclical.

Economic and political uncertainty can impede growth in the markets in which we operate. Demand for our products could decline if companies and consumers are unable to obtain financing for construction projects or if an economic slowdown causes delays or cancellations of capital projects. State and federal budget issues sometimes undermine the funding available for infrastructure spending. The lack of available credit may limit the ability of states to issue bonds to finance construction projects, which could affect our business in general.

While our business operations cover a wide geographic area, our earnings depend on the strength of the local economies in which we operate due to the high cost of transporting our low-carbon asphalt products relative to their selling price. If economic conditions and construction spending decline significantly in one or more areas, our profitability will decrease.

Demand for our products, particularly in the infrastructure construction market, is also impacted by federal, state, and local budget and deficit issues, as well as demand from the private sector. Remote working trends or other factors that reduce vehicle miles driven can negatively impact revenue streams that fund roadway projects. Further, delays or cancellations of projects in the construction markets may occur if companies and consumers are unable to obtain financing for construction projects or if consumer confidence continues to be eroded by economic uncertainty.

We operate in a competitive industry where many companies are larger and better capitalized than we are.

Our industry is a highly fractured industry comprised of a wide range of companies, including large publicly traded companies and smaller privately held companies. Many of these companies operate on a global basis, have more experience in the industry than we do, and are larger and better capitalized than we are. While we are not presently aware of any direct competitors, which we define as companies that develop or commercialize road materials or applications that incorporate carbon-based or carbon-sequestering components into their mix designs, several of the companies within our industry have begun to prioritize research and development of sustainable alternatives to their traditional products, and it is possible that they may develop alternatives competitive with the solutions we offer. Further, we cannot eliminate the risk that, in the future, one or more third parties may attempt to, and may potentially succeed in, reverse-engineering or otherwise replicating or improving upon our proprietary technology.

Adverse public policy, economic, social and political situations in any country in which we operate could lead to a number of risks including health and safety risks for our people, a fall in demand for our products, business interruption and/or restrictions on repatriation of earnings.

We primarily operate across North America, with additional operations anticipated in Southeast Asia. The economies of these regions in which we operate are broadly stable. However, they are at varying stages of development, which presents multiple risks and uncertainties that could adversely affect our operations and financial results. These risks and uncertainties include:

We and our licensees or customers may be unable to respond in a timely and cost-effective manner to changes in consumer preferences.

The road and construction materials industry is subject to changing customer preferences. Even if we and licensees like Ergon are able to establish some measure of market penetration for our products, of which no assurances can be given, a shift in customer preferences away from what we offer would result in significantly reduced revenue. Even if we and licensees like Ergon are able to establish some measure of market penetration for our products, of which no assurances can be given, a shift in customer preferences away from what we offer would result in significantly reduced revenue. Our future success depends in part on our, our licensees’ and our customers’ ability to anticipate and respond to changes in customer preferences. Our future success depends in part on our and our licensees’ ability to anticipate and respond to changes in customer preferences. Failure to anticipate and respond to changing customer preferences in the products we market could lead to, among other things, lower sales of products, significant markdowns or write-offs of inventory, increased product returns and lower margins. Failure to anticipate and respond to changing customer preferences in the products we market could lead to, among other things, lower sales of products, significant markdowns or write-offs of inventory, increased product returns and lower margins. If we or our licensees are unable to anticipate and respond to changes in customer preferences, our results of operations in future periods will be materially adversely impacted. If we or our licensees are unable to anticipate and respond to changes in customer preferences, our results of operations in future periods will be materially adversely impacted.

We are dependent on certain key personnel and loss of these key personnel could have a material adverse effect on our business, financial condition and results of operations.

Mr. Jack Wong, our chairman and chief executive officer, has extensive contacts and experience in the green climate-tech industry in the United States and other countries. Jack Wong, our current chief executive officer, has extensive contacts and experience in the green climate-tech industry in the United States and other countries. We are heavily dependent on his abilities and services to develop and market our business. He is responsible for overseeing the day-to-day operations of our operating company. However, we may not be able to retain his services for any specified period of time, and the loss of his leadership could have a material adverse effect on our business operations, financial condition, and results of operations. Additionally, under the terms of each of the Ergon License and MCCA, if Mr. Additionally, under the terms of the Ergon License, if Mr. Wong or Mr. Eric Bava, our director and chief operating officer, were to be removed from their respective positions with us for any reason other than for termination cause or voluntary resignation, Ergon would have the right to terminate each of the Ergon License and MCCA with little to no potential penalties. Eric Bava, our chief operating officer, were to be removed from their respective positions with us for any reason other than for termination cause or voluntary resignation, Ergon would have the right to terminate the Ergon License with little to no potential penalties. As we will be substantially reliant on each of the Ergon License and MCCA to generate the majority of our revenue for the foreseeable future, we are heavily dependent upon Mr. As we will be substantially reliant on the Ergon License to generate the majority of our revenue for the foreseeable future, we are heavily dependent upon Mr. Wong and Mr. Bava’s continued service.

In addition to Mr. Wong and Mr. Bava, we must attract, recruit, and retain a qualified workforce of technically skilled employees in the United States to run our operations. Our ability to effectively implement our business strategies and expand operations depends on the successful recruitment and retention of highly skilled and experienced management and key personnel. If we are unable to maintain a strong management team, our business could face significant challenges, and you could lose any investment you make in our shares.

We may not be able to protect our proprietary technology and may become subject to intellectual property claims or litigation.

Our success depends, in part, on our ability to obtain and maintain intellectual property protection for our products and technologies and the confidentiality of proprietary trade secrets. Our success further depends on our ability to obtain and maintain trademark protection for our name and mark; to preserve our trade secrets and know-how; and to operate without infringing the intellectual property rights of others.

We face the risk that we may be unable to innovate and file new patent applications, or that if filed patent applications will result in granted patents. We cannot assure you that any of our patents pending will result in issued patents, that any current or future patents will not be challenged, invalidated or circumvented, that the scope of any of our patents will exclude competitors or that the patent rights granted to us will provide us any competitive advantage or protect our products. We cannot assure you that any of our patents pending will result in issued patents, that any current or future patents will not be challenged, invalidated or circumvented, that the scope of any of our patents will exclude competitors or that the patent rights granted to us will provide us any competitive advantage or protect our products. The intellectual property position of companies like ours is generally uncertain and involves complex legal and factual considerations and, therefore, validity and enforceability of intellectual property cannot be predicted with certainty. The intellectual property position of companies like ours is generally uncertain and involves complex legal and factual considerations and, therefore, validity and enforceability of intellectual property cannot be predicted with certainty. Patents may be challenged, deemed unenforceable, invalidated or circumvented. Patents may be challenged, deemed unenforceable, invalidated or circumvented. We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies are covered by valid and enforceable patents or are effectively maintained as trade secrets.

In addition, we face the risk our technology will be subject to claims, or be found, in the future to infringe upon the rights of others or be infringed upon by others. Moreover, patent applications are in some cases maintained in secrecy until patents are issued. Moreover, patent applications are in some cases maintained in secrecy until patents are issued. The publication of discoveries in the scientific or patent literature frequently occurs substantially later than the date on which the underlying discoveries were made and patent applications were filed. Because patents can take many years to issue, there may be currently pending applications of which we are unaware that may later result in issued patents that our products or product candidates infringe. For example, pending applications may exist that provide support or can be amended to provide support for a claim that results in an issued patent that our product infringes. In such a case, others may assert infringement claims against us, and should we be found to infringe upon their patents, or otherwise impermissibly utilize their intellectual property, we might be forced to pay damages, potentially including treble damages, if we are found to have willfully infringed on such parties’ patent rights. In addition to any damages we might have to pay, we may be required to obtain licenses from the holders of this intellectual property. We may fail to obtain any of these licenses or intellectual property rights on commercially reasonable terms. Even if we are able to obtain a license, it may be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. In that event, we may be required to expend significant time and resources to develop or license replacement technology. If we are unable to do so, we may be unable to develop or commercialize the affected products, which could materially harm our business and the third parties owning such intellectual property rights could seek either an injunction prohibiting our sales, or, with respect to our sales, an obligation on our part to pay royalties and/or other forms of compensation. Conversely, we may not always be able to successfully pursue our claims against others that infringe upon our technology. Thus, the proprietary nature of our technology or technology licensed by us may not provide adequate protection against competitors.

In addition to patents, we rely on trademarks to protect the recognition of our company and product in the marketplace. We also rely on trade secrets, know-how, and proprietary knowledge that we seek to protect, in part, through confidentiality agreements with employees, consultants and others. We cannot assure you that our proprietary information will not be shared, our confidentiality agreements will not be breached, that we will have adequate remedies for any breach, or that our trade secrets will not otherwise become known to or independently developed by competitors.

Any adverse event or events related to our intellectual property could have a material adverse effect on our company and results of operations.

We face the risk of product liability claims that could be expensive, divert management’s attention and harm our reputation and business.

Our business exposes us to the risk of product liability claims that are inherent in the manufacturing and marketing of road and construction materials. Any side effects, manufacturing defects, misuse or abuse associated with use of our products could result in injury or death. Any side effects, manufacturing defects, misuse or abuse associated with use of our products could result in injury or death. The construction materials industry has historically been subject to litigation over product liability claims, and we face the risk that we may become party to product liability suits. The construction materials industry has historically been subject to litigation over product liability claims, and we face the risk that we may become party to product liability suits. We may be subject to product liability claims if the use of our products may cause, or merely appeared to have caused, injury or death. We may be subject to product liability claims if the use of our products may cause, or merely appeared to have caused, injury or death. In addition, an injury that is caused by the activities of our licensees and suppliers, such as those who provide us with components and raw materials, may be the basis for a claim against us. In addition, an injury that is caused by the activities of our licensees and suppliers, such as those who provide us with components and raw materials, may be the basis for a claim against us. Product liability claims may be brought against us by customers or any party selling or otherwise coming into contact with our products, among others. If we cannot successfully defend ourselves against product liability claims, we will incur substantial liabilities and reputational harm. If we cannot successfully defend ourselves against product liability claims, we will incur substantial liabilities and reputational harm.

Our products may become subject to recall.

Any recall or market withdrawal of our products may delay the supply of those products to our customers and may impact our reputation. We can provide no assurance that we or our licensees will be successful in initiating appropriate market recall or market withdrawal efforts that may be required in the future or that these efforts will have the intended effect of preventing product malfunctions and the accompanying product liability that may result. Such recalls and withdrawals may also be used by our competitors to harm our reputation, which could have a material adverse effect on our business, financial condition and results of operations. Such recalls and withdrawals may also be used by our competitors to harm our reputation, which could have a material adverse effect on our business, financial condition and results of operations.

Legal requirements and governmental policies concerning the environment, health and safety and other areas of the law, as well as litigation relating to these matters, could affect our businesses and expose us to the risk of material environmental liabilities.

Many federal, state and local laws and regulations relating to, among other matters, air emissions (including carbon dioxide and other greenhouse gases) and other environmental, health and safety matters will impact our business. Some of our, or our licensees’ and customers’ operations require permits, which may impose additional operating standards and are subject to modification, renewal and revocation. Some of our or our licensees’ operations require permits, which may impose additional operating standards and are subject to modification, renewal and revocation. Our, our licensees’ and our customers’ operations may from time to time involve the use of substances that are classified as toxic or hazardous within the meaning of these laws and regulations. Our and our licensees’ operations may from time to time involve the use of substances that are classified as toxic or hazardous within the meaning of these laws and regulations. Despite efforts to remain in compliance at all times with all applicable laws and regulations, the risk of liabilities, particularly environmental liabilities, is inherent in the operation of our business. These potential liabilities could result in material costs, including fines or personal injury or damages claims, which could have an adverse impact on our results of operations.

Moreover, future events, including changes in existing laws or regulations or enforcement policies, or further investigation or evaluation of the potential health hazards of our products or business activities may result in additional or unanticipated compliance and other costs. We, our licensees or our customers could be required to invest in preventive or remedial action, like pollution control, which could be substantial or which could result in restrictions on our operations or delays in obtaining required permits or other approvals. We or our licensees could be required to invest in preventive or remedial action, like pollution control, which could be substantial or which could result in restrictions on our operations or delays in obtaining required permits or other approvals.

Our, our customers’ and our licensees’ operations are subject to manufacturing, operating and handling risks associated with our products and the products our licensees manufacture using our products, including the related storage and transportation of hazardous substances and wastes. We may be exposed to hazards, including storage tank leaks, explosions, and discharges or releases of hazardous substances. These risks can subject us to potentially significant liabilities relating to personal injury, death or property damage, and may result in significant civil or criminal penalties, which could damage our business and harm our results of operations. These risks can subject us to potentially significant liabilities relating to personal injury, death or property damage, and may result in significant civil or criminal penalties, which could damage our business and harm our results of operations.

Future integrations of acquisitions of or combinations with other businesses may not be as successful as previous acquisitions and combinations.

We have a successful history of business combinations and integration of these businesses into our heritage operations. However, in connection with the integration of any other business that we acquire, there is a risk that we will not be able to achieve such integration in a successful manner or on the time schedule we have projected or in a way that will achieve the level of synergies, cost savings or operating efficiencies we forecast from the acquisition.

Any significant business acquisition or combination we might choose to undertake may require that we devote significant management attention and resources to preparing for and then integrating our business practices and operations. Based on our history, we believe we would be successful in this integration process. Nevertheless, we may fail to realize some of the anticipated benefits of any potential acquisition or other business combination that we pursue in the future if the integration process takes longer or is more costly than expected. Potential difficulties we may encounter in the integration process include the following:

The inability to obtain raw materials from suppliers in a timely manner would adversely affect our and our licensees’ ability to offer our products.

Our, our customers’ and our licensees’ ability to offer our products depends on the ability to obtain an adequate supply of engineered biochar from our suppliers, who will also be the indirect suppliers of our customers and licensees. Transportation delays may adversely impact our supply chain. Additionally, failure by our suppliers to provide us with products that meet our required quality standards on commercially reasonable terms, potential cybersecurity attacks on our suppliers, and failure to comply with legal requirements for business practices, could have a material adverse effect on our business, financial condition, or results of operations. Furthermore, we rely heavily or, in certain cases such as in the United States, exclusively, on one supplier for biochar supply. If this supplier decides to discontinue its relationship with us and we are unable to replace such supplier with another qualified supplier, our business, operating results and financial condition could be materially and adversely impacted. If this supplier decides to discontinue its partnership with us and we are unable to replace such supplier with another qualified supplier, our business, operating results and financial condition could be materially and adversely impacted.

Asphalt is sensitive to supply and price volatility.

Asphalt competition is often based primarily on price due to potentially volatile input costs and lower barriers to entry, which is highly sensitive to changes in supply and demand. Prices fluctuate significantly in response to relatively minor changes in supply and demand, general economic conditions and other market conditions, which we cannot control. When asphalt producers increase production capacity or more asphalt is imported into the market, an oversupply of asphalt in the market may occur if supply exceeds demand. In that case, asphalt prices generally decline, making traditional asphalt products cheaper and more competitive with our carbon sequestering solutions, which could have a material adverse effect on our business, results of operation, and financial condition. In that case, asphalt prices generally decline, making traditional asphalt products cheaper and more competitive with our low-carbon solutions, which could have a material adverse effect on our business, results of operation, and financial condition. Further, we cannot be assured that prices for our carbon sequestering technologies, including asphalt products containing our engineered biochar sold by our customers and licensees, will not decline in the future or that such decline will not have a material adverse effect on our road construction product line.

We are subject to the many risks of doing business internationally, including but not limited to the difficulty of enforcing liabilities in foreign jurisdictions.

We are a Nevada corporation and, as such, are subject to the jurisdiction of the State of Nevada and the courts of the United States for purposes of any lawsuit, action or proceeding by investors. An investor would have the ability to effect service of process in any action against us within the United States. In addition, through Verde Malaysia and Verde Resources Asia Pacific Pte. Ltd., we are registered as a foreign corporation doing business in Malaysia and Singapore, respectively, and as such, are subject to the local laws of Malaysia and Singapore governing an investors’ ability to bring actions in foreign courts and enforce liabilities against a U.S. issuer, or any person, based on U.S. federal securities laws.

We will need to raise capital to satisfy our capital needs and grow our company. Future capital needs will require us to sell additional equity or debt securities that will dilute or subordinate the rights of our common stockholders, and our inability to raise capital when needed could cause our business to fail.

To develop our business as currently planned, we will need to raise additional capital. We expect that we will need to make investments to scale our operations before we can generate meaningful revenue. Moreover, our costs and expenses may be even greater than currently anticipated, and there may be investments or expenses that are presently unforeseen. In any case, we may be unable to raise sufficient capital to fund these costs and achieve significant revenue generation. Moreover, our future capital requirements are also difficult to predict with precision, and our actual capital requirements may differ substantially from those we currently anticipate.

As a result, we will need to seek equity or debt financing to finance a large portion of our future capital requirements. Such financing might not be available to us when needed or on terms that are acceptable, or at all. We will likely issue additional equity securities and may issue debt securities or otherwise incur debt in the future to fund our business plan. If we issue equity or convertible debt securities to raise additional funds, our existing stockholders will experience dilution, and the new equity (including preferred equity) or debt securities or other indebtedness may have rights, preferences, and privileges senior to those of our existing stockholders. If we incur additional debt, it may increase our leverage relative to our earnings or to our equity capitalization, requiring us to pay additional interest expenses.

Our ability to obtain the necessary capital in the form of equity or debt to carry out our business plan is subject to several risks, including general economic and market conditions, as well as investor sentiment regarding our business. These factors may make the timing, amount, terms and conditions of any such financing unattractive or unavailable to us. The prevailing macroeconomic environment may increase our cost of financing or make it more difficult to raise additional capital on favorable terms, if at all. If we are unable to raise sufficient capital, we may have to significantly reduce our spending and/or delay or cancel our planned activities.

We may also seek to raise additional funds through collaborations and licensing arrangements. These arrangements, even if we are able to secure them, may require us to relinquish some rights to our technologies, or to grant licenses on terms that are not favorable to us.

As a result of the foregoing, we might not be able to obtain any financing, and we might not have sufficient capital to conduct our business as projected, both of which could mean that we would be forced to curtail or discontinue our operations. If we cannot raise additional capital when we need or want to, our stock price, operations and prospects could be negatively affected, and our business could fail.

Failure to comply with the U.S. Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.

We are subject to the U.S. Foreign Corrupt Practices Act, which generally prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. In addition, we are required to maintain records that accurately and fairly represent our transactions and have an adequate system of internal accounting controls. Foreign companies, including some that may compete with us, are not subject to these prohibitions, and therefore may have a competitive advantage over us. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.

Changes in U.S. climate policy may adversely affect the demand for our solutions and our business prospects.

Climate change and decarbonization continue to influence government policy, regulatory frameworks, and commercial investment decisions in the United States and internationally. Changes in governmental priorities, legislation, regulations, executive actions, or incentive programs related to climate change, greenhouse gas emissions, renewable energy, carbon markets, or other environmental initiatives may affect demand for our products and technologies. Since 2025, the U.S. federal government has shifted federal policy to reflect a reduced emphasis on climate change and clean energy, including changes to environmental regulations, permitting, funding priorities, and implementation of certain climate-related programs. Additional legislative, regulatory, or administrative changes could further modify or eliminate incentives or other policies that support the adoption of low-carbon technologies.

Our products are designed to provide lower-carbon or carbon-negative alternatives to conventional materials. The commercial adoption of our products depends, in part, on customer demand for sustainable construction materials, the availability of governmental or private-sector incentives, carbon markets, and evolving environmental regulations. A reduction in support for climate-related initiatives or changes in customer preferences resulting from evolving policy, regulatory, or market conditions could reduce demand for our products, delay commercialization efforts, or adversely affect the willingness of our customers and end users to adopt our technologies. If such changes occur, they could have a material adverse effect on our business, prospects, financial condition, and results of operations.

If we fail to continue developing and improving upon our sustainable products, we may fall behind our competitors and our financial performance may be adversely impacted.

We operate in a competitive industry where the participants continuously develop innovative new products and solutions that enable their customers to work more efficiently, reduce their environmental footprint and realize greater cost savings. This is especially so in relation to changing customer preferences and demands for high-performance sustainability solutions with enhanced emissions and/or circularity profiles, including those with greater recycled content and/or innovations to existing products, that help them to deliver on their own climate or emissions-related commitments. Failure to continue leveraging innovation and other sustainability initiatives may allow other industry participants to develop their own technologies as alternatives to our solutions, potentially resulting in early obsolescence of our solutions, or our customers or licensees, including Ergon, choosing to purchase such alternatives instead of our solutions, which would have a material adverse effect on our business, financial condition and results of operations. Failure to continue leveraging innovation and other sustainability initiatives may allow other industry participants to develop their own technologies as alternatives to our solutions, potentially resulting in early obsolescence of our solutions or our licensees, including Ergon, choosing to purchase such alternatives instead of our solutions, which would have a material adverse effect on our business, financial condition and results of operations.

We contract with third parties for the manufacture of our technologies and expect to continue to do so for additional years. This reliance on third parties increases the risk that we will not have sufficient quality and quantities of products or such quantities at an acceptable cost, which could delay, prevent or impair our business development.

We rely, and expect to continue to rely, on third-party manufacturers for the production of our technologies. All of our technologies and products containing our technologies are manufactured by third parties, therefore our ability to increase production going forward will depend upon the experience, certification levels, and large-scale production capabilities of those third parties’ manufacturers. All of our asphalt products are manufactured by third parties, therefore our ability to increase production going forward will depend upon the experience, certification levels, and large-scale production capabilities of those third parties’ manufacturers. This reliance on third parties increases the risk that we will not have sufficient quality and quantities of products or such quantities at an acceptable cost, which could delay, prevent or impair our business development.

A number of our projects/contracts are complex, spanning multiple parties, years and/or products, and our future financial results may be adversely affected if we incorrectly forecast project budgets, deliver projects that do not meet contracted standards, or fail to deliver on time.

Across our business lines, we will enter into contracts for complex, multi-year projects that comprise multiple product lines and as such we will be exposed to inherent risks related to forecasting and budgeting, project management and delivery, and quality control. If we fail to manage these risks effectively, we could suffer severe consequences that may have a material adverse effect on our business, financial condition and results of operations. In addition, any failure to manage these risks may also impact our customers’ or licensees’ ability to bid for and/or win future projects or contracts, which could reduce our profitability and damage our reputation among our customers and licensees, or potential customers and licensees. In addition, any failure to manage these risks may also impact our licensees’ ability to bid for and/or win future projects or contracts, which could reduce our profitability and damage our reputation among our licensees or potential licensees.

Changes in interest rates could negatively impact our results of operations, stockholders’ equity (deficit) and fair value of net assets.

Interest rates can fluctuate for a number of reasons, including changes in the fiscal and monetary policies of the federal government and its agencies, such as the Federal Reserve. Federal Reserve policies directly and indirectly influence the yield on our interest-earning assets and the cost of our interest-bearing liabilities. The availability of derivative financial instruments (such as options and interest rate and foreign currency swaps) from acceptable counterparties of the types and in the quantities needed could also affect our ability to effectively manage the risks related to our investment funding. Our strategies and efforts to manage our exposures to these risks may not be effective in the future, which could negatively impact our results of operations and the price of our Common Stock.

We may be exposed to risks relating to management’s conclusion that our disclosure controls and procedures and internal controls over financial reporting are ineffective.

We do not have an independent audit committee and our Board may be unable to fulfill the functions of such a committee, which may compromise the management of our business. Our Board currently functions as our audit committee and is comprised of four directors, only one of whom is considered to be “independent” in accordance with the requirements of Rule 10A-3 under the Securities Exchange Act of 1934 or the Nasdaq Rules. Our Board of Directors currently functions as our audit committee and is comprised of four directors, only one of whom is considered to be “independent” in accordance with the requirements of Rule 10A-3 under the Securities Exchange Act of 1934 or the Nasdaq Rules. An independent audit committee plays a crucial role in the corporate governance process, assessment of our processes relating to its risks and control environment, oversight of financial reporting, and evaluation of internal and independent audit processes. An independent audit committee plays a crucial role in the corporate governance process, assessment of the Company’s processes relating to its risks and control environment, oversight of financial reporting, and evaluation of internal and independent audit processes. The lack of an independent audit committee may prevent the Board from being independent in its judgments and decisions and its ability to pursue the committee’s responsibilities, which could compromise the management of our business. The lack of an independent audit committee may prevent the Board of Directors from being independent in its judgments and decisions and its ability to pursue the committee’s responsibilities, which could compromise the management of our business.

We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these weaknesses or otherwise fail to establish and maintain proper and effective internal controls, our ability to produce timely and accurate financial statements could be impaired, which could adversely affect our operating results, our ability to operate our business, our stock price and access to the capital markets. If we are unable to do so, we may be unable to develop or commercialize the affected products, which could materially harm our business and the third parties owning such intellectual property rights could seek either an injunction prohibiting our sales, or, with respect to our sales, an obligation on our part to pay royalties and/or other forms of compensation.

As a public company, we are required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls. In addition, we are required to furnish a report by management on the effectiveness of our internal controls over financial reporting, pursuant to the rules and regulations of the SEC regarding compliance with Section 404 of the Sarbanes-Oxley Act. The process of designing, implementing and testing the internal controls over financial reporting required to comply with this obligation is time consuming, costly and complicated. We have identified material weaknesses in our internal controls over financial reporting relating to segregation of duties, formalized processes and documentation, regulatory reporting, the lack of an internal audit function, and the lack of an established audit committee. These material weaknesses have led to a conclusion that our internal controls over financial reporting and disclosure controls and procedures were not effective as of June 30, 2026. Our inability to remediate these material weaknesses, our discovery of additional control deficiencies or material weaknesses in internal controls, and our inability to achieve and maintain effective disclosure controls and procedures and internal controls over financial reporting could adversely affect our results of operations, our stock price and investor confidence in our company.

Our management intends to take action to begin remediating these material weaknesses we have identified in our internal controls over financial reporting; however, certain remedial actions have not started or have only recently been undertaken. We cannot be certain as to when remediation may be fully completed. In addition, we could in the future identify additional internal control deficiencies that could rise to the level of a material weakness or uncover other errors in financial reporting. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this Annual Report, before deciding to invest in our securities. During the course of our evaluation, we may identify areas requiring improvement and may be required to design additional enhanced processes and controls to address issues identified through this review. In addition, there can be no assurance that such remediation efforts will be successful, that our internal controls over financial reporting will be effective as a result of these efforts or that any such future deficiencies identified may not be material weaknesses that would be required to be reported in future periods.

If we fail to remediate these material weaknesses and maintain effective disclosure controls and procedures or internal controls over financial reporting, we may not be able to rely on the integrity of our financial results, which could result in inaccurate or late reporting of our financial results, as well as delays or the inability to meet our future reporting obligations or to comply with SEC rules and regulations. As a result, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Common Stock could decline. We could also become subject to investigations by the stock exchange on which our Common Stock is listed, the SEC or other regulatory authorities, which could require additional financial and management resources. Failure to remedy any material weakness in our internal controls over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

To remediate the identified material weaknesses, management has begun implementing a number of measures, including enhancing segregation of duties through the addition of accounting and finance personnel, formalizing internal control policies and procedures, improving documentation and review processes related to regulatory reporting, and taking steps to establish an independent audit committee and internal audit function. We may also engage third-party consultants to assist in the design and implementation of effective internal controls. While we believe these actions will improve our internal control environment, these remediation efforts will require time and resources, and there can be no assurance that they will be fully effective or completed in a timely manner.

Failure to have effective internal controls over financial reporting and disclosure controls and procedures can impair our ability to produce accurate financial statements on a timely basis and could lead to a restatement of our financial statements. If, as a result of the ineffectiveness of our internal controls over financial reporting and disclosure controls and procedures, we cannot provide reliable financial statements, our business decision processes may be adversely affected, our business and results of operations could be harmed, investors could lose confidence in our reported financial information and our ability to obtain additional financing, or additional financing on favorable terms, could be adversely affected.

We do not carry business interruption insurance so we could incur unrecoverable losses if our business is interrupted.

We are subject to risk inherent to our business, including equipment failure, theft, natural disasters, industrial accidents, labor disturbances, business interruptions, property damage, product liability, personal injury and death. We do not carry any business interruption insurance or third-party liability insurance or other insurance to cover risks associated with our business. As a result, if we suffer losses, damages or liabilities, including those caused by natural disasters or other events beyond our control and we are unable to make a claim against a third party, we will be required to bear all such losses from our own funds, which could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

We rely on trade secrets, including unpatented know-how, technology and other proprietary information, to maintain our competitive position. Currently, this relates most notably to the composition of and manufacturing process for our engineered biochar. However, trade secrets are difficult to protect. We limit disclosure of such trade secrets where possible but we also seek to protect these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties who do have access to them, such as our employees, contract manufacturers, consultants, advisors and other third parties. Despite these efforts, any of these parties may breach the agreements and may unintentionally or willfully disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. Moreover, if any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would be harmed.

Our trade secret protection, in particular for our biochar, is further complicated by the fact that we collaborate with BSL on biochar matters and have agreed that we will share intellectual property rights jointly in certain instances set forth in the BSL Supply Agreement.

Delays or interruptions in shipping products of our businesses could affect our operations.

We rely on third-parties to manage the distribution and transportation logistics of our products. Transportation logistics play an important role in allowing us to supply products to our customers. Any significant delays, disruptions or the non-availability of our transportation support system could negatively affect our operations. Transportation operations are subject to capacity constraints, high fuel costs and various hazards, including extreme weather conditions and slowdowns due to labor strikes and other work stoppages. If there are material changes in the availability or cost of transportation or distribution services, we may not be able to arrange alternative and timely means to transport our products at a reasonable cost, which could lead to interruptions or slowdowns in our businesses or increases in our costs.

Risks Related to Our Common Stock

We may not be successful in obtaining or maintaining a listing of our Common Stock on Nasdaq, which could adversely affect our business, financial condition and ability to raise capital.

We currently trade on the OTC market and are pursuing a listing of our Common Stock on the Nasdaq Stock Market. However, there can be no assurance that we will satisfy all applicable Nasdaq listing requirements or that Nasdaq will approve our listing application.

The process of pursuing a Nasdaq listing requires significant management attention and may result in substantial legal, accounting, consulting, regulatory and compliance costs. In addition, Nasdaq listing standards impose ongoing requirements relating to, among other things, stockholders’ equity, market value, corporate governance, independent directors, audit committee composition, public float and minimum bid price. Compliance with these requirements may require us to incur additional costs and devote significant management resources.

Even if our Common Stock is approved for listing on Nasdaq, there can be no assurance that we will be able to maintain compliance with Nasdaq’s continued listing standards. Failure to satisfy these standards could result in delisting of our Common Stock from Nasdaq, which could adversely affect the liquidity and market price of our securities, reduce analyst coverage and investor interest, limit our access to capital markets and impair our ability to raise additional financing on favorable terms, or at all.

If we are unable to obtain or maintain a Nasdaq listing, investors may experience reduced liquidity in our securities and our ability to execute our growth strategy could be adversely affected.

We will very likely be required to implement a reverse stock split in connection with a Nasdaq listing, which could adversely affect the market price and liquidity of our Common Stock.

Given the current low price per share of our Common Stock, in connection with our efforts to obtain and maintain a Nasdaq listing, we will very likely be required to implement a reverse stock split of our outstanding Common Stock. While a reverse stock split would reduce the number of outstanding shares and increase the per-share trading price of our Common Stock, there can be no assurance that the market price of our Common Stock will increase proportionately or remain at a level sufficient to satisfy Nasdaq’s continued listing requirements.

Reverse stock splits are often viewed negatively by investors and may result in increased stock price volatility, reduced trading liquidity and decreased investor interest. In addition, the market price of our Common Stock may decline following the implementation of a reverse stock split, and stockholders may experience a reduction in the aggregate market value of their investment.

Further, even if a reverse stock split is implemented and results in an increase in the market price of our Common Stock, there can be no assurance that we will satisfy all other Nasdaq listing requirements or that our Common Stock will continue to meet Nasdaq’s continued listing standards.

Actions we may take to satisfy Nasdaq listing requirements could result in dilution to existing stockholders.

In connection with our efforts to obtain and maintain a listing of our Common Stock on the Nasdaq Stock Market, we may be required to undertake financing transactions, equity issuances, reverse stock splits, or other capital structure changes to satisfy Nasdaq’s initial and continued listing requirements. In addition, we may issue shares of Common Stock pursuant to existing contractual obligations, equity compensation arrangements, consulting agreements, strategic partnerships, or other commitments that support our Nasdaq listing and growth objectives.

Any such transactions could increase the number of shares of Common Stock outstanding, dilute the ownership interests and voting power of existing stockholders, and adversely affect the market price of our Common Stock. Further, if we are required to raise additional capital to support our operations, satisfy listing requirements, or fund growth initiatives associated with becoming a Nasdaq-listed company, such financing may be dilutive to existing stockholders.

Accordingly, stockholders may experience substantial dilution in connection with our efforts to obtain and maintain a Nasdaq listing.

Our Common Stock currently qualifies as a “penny stock.” The rules imposed on the sale of the shares may affect your ability to resell any shares you may purchase, if at all.

Our shares are defined as a “penny stock” under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser’s written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our Common Stock and may also affect your ability to resell any shares you may purchase.

Market for penny stock has suffered in recent years from patterns of fraud and abuse

Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

An active market for our Common Stock may never develop, and we are under no obligation to seek out a more active market for our Common Stock.

If there is a thin trading market or “float” for our Common Stock, the market price for our Common Stock may fluctuate significantly more than the stock market as a whole. Without a large float, our Common Stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our Common Stock may be more volatile. In addition, in the absence of an active public trading market, investors may be unable to liquidate their investment in us. Furthermore, the stock market is subject to significant price and volume fluctuations, and the price of our Common Stock could fluctuate widely in response to several factors, including, but not limited to:

The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securities of many companies, including companies in our industry. The changes may not be possible to predict and often appear to occur without regard to specific operating performance. The price of our Common Stock could fluctuate, and at times historically has fluctuated, based upon factors that have little or nothing to do with our company and these fluctuations could materially reduce our stock price. The price of our Common Stock could fluctuate based upon factors that have little or nothing to do with our Company and these fluctuations could materially reduce our stock price.

The market price for our Common Stock may be volatile and will fluctuate.

The market price for shares of our Common Stock may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond our control, including the following: (i) a decrease in the demand for market analysis or market insight products and services; (ii) the liquidity of our Common Stock or lack thereof; (iii) significant acquisitions or business combinations, strategic partnerships, joint ventures, or capital commitments by or involving us or our competitors; (iv) news reports relating to trends, concerns, technological or competitive developments, regulatory changes, and other related issues in our industry or target markets; (v) revenue and earnings performance can significantly impact investor confidence and influence share price movements; (vi) leadership transitions or high-profile personnel changes may create uncertainty among investors and impact share price stability; and (vii) rapid advancements or disruptions in technology within our industry could affect market perceptions of our company’s ability to innovate and compete, leading to share price volatility. Financial markets often experience significant price and volume fluctuations that affect the market prices of equity securities of public entities and that are, in many cases, unrelated to the operating performance, underlying asset values or prospects of such entities. Accordingly, the market price of our shares of Common Stock may decline even if our operating results, underlying asset values or prospects have not changed.

We will be unable and are unlikely to pay dividends for the foreseeable future.

To date, we have not paid, nor do we intend to pay in the foreseeable future, dividends on our Common Stock, even if we become profitable. Earnings, if any, are expected to be used to advance our activities and for general corporate purposes, rather than to make distributions to stockholders. Prospective investors will likely need to rely on an increase in the price of company stock to profit from his or her investment. There are no guarantees that any market for our Common Stock will ever develop or that the price of our stock will ever increase.

Since we are not in a financial position to pay dividends on our Common Stock and future dividends are not presently being contemplated, investors are advised that return on investment in our Common Stock is restricted to an appreciation in the share price. The potential or likelihood of an increase in share price is questionable at best.

Our future results may vary significantly, which may adversely affect the price of our Common Stock.

It is possible that our quarterly revenues and operating results may vary significantly in the future and that period-to-period comparisons of our revenues and operating results are not necessarily meaningful indicators of the future. You should not rely on the results of one quarter as an indication of our future performance. It is also possible that in some future quarters, our revenues and operating results will fall below our expectations or the expectations of market analysts and investors. If we do not meet these expectations, the price of our Common Stock may decline significantly.

We are a “smaller reporting company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our Common Stock less attractive to investors.

We are a “smaller reporting company” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “smaller reporting companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We may continue to be a smaller reporting company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our Common Stock held by non-affiliates is equal to or less than $250 million as of the last business day of the most recently completed second fiscal quarter, and (ii) our annual revenues is equal to or less than $100 million during the most recently completed fiscal year and the market value of our Common Stock held by non-affiliates is equal to or less than $700 million as of the last business day of the most recently completed second fiscal quarter.

We cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile. In addition, taking advantage of reduced disclosure obligations may make comparison of our financial statements with other public companies difficult or impossible. If investors are unable to compare our business with other companies in our industry, we may not be able to raise additional capital as and when we need it, which may materially and adversely affect our financial condition and results of operations.

If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Common Stock, the price of our Common Stock and trading volume could decline.

Any trading market for our Common Stock may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Common Stock would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Common Stock and the trading volume to decline. If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Common Stock and the trading volume to decline.

An investment in our company may involve tax implications, and you are encouraged to consult your own advisors as neither we nor any related party is offering any tax assurances or guidance regarding our company or your investment.

An investment in our company generally involves complex federal, state and local income tax considerations. Neither the Internal Revenue Service nor any State or local taxing authority has reviewed the transactions described herein and may take different positions than the ones contemplated by management. You are strongly urged to consult your own tax and other advisors prior to investing, as neither we nor any of our officers, directors or related parties is offering you tax or similar advice, nor are any such persons making any representations and warrants regarding such matters.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the U.S., and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

In addition, we may be subject to audits of our income, sales and other transaction taxes by federal, state and local authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

Anti-takeover provisions in Nevada law could discourage, delay or prevent a change in control of our company and may affect the trading price of our Common Stock.

Some of the provisions of Nevada law may have the effect of delaying, deferring or discouraging another person from acquiring control of our company or removing our incumbent officers and directors. These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board. We believe that the benefits of increased protection against an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging such proposals.

ITEM 1B. Unresolved Staff Comments.

None.

ITEM 1C. Cybersecurity

Cybersecurity Risk Management

Cybersecurity Governance