History
A brand-protection software shell became an oil and gas royalty buyer funded by dilutive financing, then merged into SensaSure Technologies in May 2024 and ceased to exist independently.
2016-2019: The Appiphany years
The company began life as Appiphany Technologies Holdings Corp., a technology business. In February 2016 it bought key customer accounts and brand-protection and anti-counterfeiting technology assets from Media Convergence Group for 20 million shares. That product line, which monitored for counterfeit goods, was its actual business at the time.
The record is then quiet until December 2019. Scott Cox took voting control by buying super-voting Series A Preferred shares and replaced Robert Sargent as sole director. That change of control set up everything that followed.
2020: Hemp, then oil and gas
The new owner moved fast, and he paid for it with small, costly loans. In January 2020 the company took its first convertible note from GHS Investments: $35,000 at 10% interest, convertible into shares at 60% of the market price, a 40% discount. In February it formed a hemp seed and genetics joint venture with Tsilaan, LLC and Kola Venture Group, taking a 25% stake for $300,000 in cash plus 1.5 million shares issued to its partners. Later filings never confirmed how the venture turned out.
By June the company, renamed Verde Bio Holdings, had lined up a $5 million equity line with GHS and issued 24.5 million shares to consultants and service providers. Of those, 20 million went to Cox, who was sole director and CEO and approved his own grant. In July it made its first oil and gas move, agreeing to buy mineral and royalty interests from a private seller for 10 million shares.
2021-2022: A rolling buyer of royalties
Verde's business became buying small packages of mineral and royalty interests from private sellers, first with stock and then increasingly with cash. The funding stayed expensive. In January 2021 it added convertible notes from Quick Capital ($30,556) and Power Up Lending Group ($55,500 at 12%, convertible at 42% of the lowest trading price, a 58% discount). In May 2021 it closed its largest deal yet, over $1.1 million in cash.
In June 2021 it paid $715,000 to settle the old GHS convertible notes. Yet in December it arranged a new GHS facility of up to $1 million in newly created Series C Convertible Preferred Stock. It also signed a letter of intent to buy biodiesel production facilities, which was abandoned in March 2022.
In May 2022 Verde agreed to its largest royalty purchase, at $3.2 million in cash. In June it raised the Series C facility to as much as $6 million, with $125,000 closed at first, and authorized 7,600 Series C shares. It also hired New to the Street Group for investor relations at $10,000 a month plus 13 million restricted shares, and took a $200,200 note from 1800 Diagonal Lending at 12% interest. Over this stretch the share count grew from about 49 million at the end of 2020 to about 1.16 billion at the end of 2021 and 1.35 billion at the end of 2022. The beats do not itemize the issues behind those figures.
2023-2024: The SensaSure merger
In December 2023 Verde agreed to merge into a subsidiary of SensaSure Technologies, with Verde holders receiving SensaSure stock. The hope was a Nasdaq listing and a bigger platform for the mineral business. That month Verde also settled a $525,000 loan from Cox by transferring a Jackson County, Texas property to him. In March 2024 it sold 100% of certain interests for $272,000.
In February 2024 the closing deadline was extended to June, and advisor Spartan Capital Securities was to receive about 5% of the combined company's stock. A Form S-4 registration statement was filed in March, and the joint proxy statement of April 10 set votes for May 9. Verde common holders were to receive one SensaSure share for every 300 Verde shares. Cox held 55.93% of Verde's voting power through his Series A Preferred and was expected to vote in favor. The SEC declared the S-4 effective on April 10, and in an April 24 announcement the combined company said it expected to stay on the OTC market rather than move to Nasdaq.
The merger closed, and Verde stockholders received about one SensaSure share per 300.47 Verde shares. Verde was merged into SensaSure, which was renamed Formation Minerals, Inc., and Cox departed. On May 16, 2024, Verde deregistered its securities, ending its duty to file reports with the SEC.
Written from the 23 story beats below (2016 to 16 May 2024), which come from the company's own announcements and filings.