Item 1.01 Entry into a Material Definitive Agreement

On January 9, 2023, Verde Bio Holdings, Inc. (the "Company") announced that it had entered into a Securities Purchase Agreement ("Purchase Agreement") with 1800 Diagonal Lending LLC ("Buyer") whereby the Company issued a Promissory Note for $71,960.00 (the "Note") to Buyer. The Note contains an interest rate of twelve percent (12%) and has a maturity date of January 9, 2024. The amounts due under the Note are convertible upon an Event of Default at a rate of 75% of the market price, defined as the lowest Trading Price for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The transaction under the Purchase Agreement closed on January 19, 2023.

A form of the Purchase Agreement and Note are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities

Reference is made to Item 1.01 of this Current Report on Form 8-K regarding the Purchase Agreement. The disclosure contained in Item 1.01 with respect to the Purchase Agreement, the purchase of shares, and the issuance of the Note is hereby incorporated by reference in its entirety into this Item 3.02.

The shares of common stock were issued without registration under the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state, in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

Exhibits. The following exhibits are being filed herewith:





Exhibit Number     Description of Exhibits
10.1                 Securities Purchase Agreement dated January 9, 2023
10.2                 Promissory Note

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