VERDE BIO HOLDINGS, INC. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Debt Financing

Effective January 12, 2021, Verde Bio Holdings, Inc. (the "Company") entered into a Securities Purchase Agreement dated January 6, 2021 ("Purchase Agreement") with Power Up Lending Group, LTD ("Power Up") whereby the Company issued a Convertible Promissory Note for $55,500 (the "Note") to Power Up. The Note contains an interest rate of twelve percent (12%) per annum and has a maturity date of January 6, 2022. The amounts due under the Note are convertible at any time after 180 days at a rate of 42% of the market price, defined as the lowest Trading Price for the Common Stock during the twenty (20) Trading Day 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           Securities     Purchase Agreement.

     10.2           Convertible Promissory Note.

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