Item 1.01 Entry into a Material Definitive Agreement.





Debt Financing


Effective December 23, 2020, Verde Bio Holdings, Inc. (the "Company") entered into a Note Purchase Agreement dated December 23, 2020 ("Purchase Agreement") with Quick Capital, LLC ("Quick") whereby the Company issued a Convertible Promissory Note for $30,556 (the "Note") to Quick. The Note contains an interest rate of ten percent (10%) per annum and has a maturity date of six months following the date the funds are received. The amounts due under the Note are convertible at any time prior to the Maturity Date at a rate of the lesser of $0.01 or 50% of the market price, defined as the average of the two lowest trading prices during the 25-day trading period ending on the latest complete trading day prior to the Conversion Date.

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.



The information regarding the Purchase Agreement, the purchase of the Shares and the issuance of the Note set forth in Item 1.01 is incorporated by reference into this Item 3.02.




Item 9.01   Financial Statements and Exhibits.



Exhibits. The following exhibits are being filed herewith:





 Exhibit Number
                    Description of Exhibits
     10.1
                      Note     Purchase Agreement.
     10.2
                      Convertible Promissory Note  .




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