Sec Form 4 Filing - Cox Scott @ VERDE BIO HOLDINGS, INC. - 2024-05-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Cox Scott 2. Issuer Name and Ticker or Trading Symbol VERDE BIO HOLDINGS, INC. [ VBHI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) P.O. BOX 67 3. Date of Earliest Transaction (MM/DD/YY) 05/09/2024 (Street) JACKSBORO, TX76458 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/09/2024 D 36,519,780 D $ 0 ( 1 ) 0 ( 1 ) D Common Stock 05/09/2024 D 2,000,000 D $ 0 ( 1 ) 0 ( 1 ) I By spouse ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Convertible Preferred Stock $ 0 ( 3 ) 05/09/2024 D 500,000 04/21/2017 ( 3 ) Common Stock 500,000 $ 0 ( 3 ) 0 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cox Scott P.O. BOX 67 JACKSBORO, TX76458 X Chief Executive Officer Signatures /s/ Scott A. Cox 05/13/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 11, 2023 and amended as of February 8, 2024, by and between the Issuer, SensaSure Technologies Inc., a Nevada corporation ("SSTC"), and Formation Minerals Inc., a Nevada corporation and a direct, wholly owned subsidiary of SSTC, the shares of the Issuer's common stock, par value $0.001 per share, outstanding immediately prior to the effective time of the merger were exchanged for shares of common stock of SSTC, par value $0.01 per share, on a 300.47:1 basis, having a fair market value of $0.75 per share on the effective date of the merger. ( 2 )The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein. ( 3 )Pursuant to the Merger Agreement, shares of the Issuer's Series A preferred stock, par value $0.001 per share, outstanding immediately prior to the effective time of the merger were exchanged for shares of class A convertible preferred stock of SSTC, par value $0.01 per share ("SSTC Class A Preferred Stock"), on a 300.47:1 basis, having a fair market value of $0.75 per share. Each share of Class A Preferred Stock is convertible at any time, at the holder's election, into one share of Common Stock and is entitled to 100,000 votes per share and votes together with the holder of Common Stock and other shares of the Issuer's preferred stock as a single class.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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