DynaResource Files 8-K/A Amendment
Ticker: DYNR · Form: 8-K/A · Filed: Oct 24, 2024 · CIK: 1111741
Sentiment: neutral
Topics: amendment, material-agreement, accounting-change
Related Tickers: DYNR
TL;DR
DYNR filed an 8-K/A amendment on Oct 18, updating material agreements and accountant info.
AI Summary
On October 18, 2024, DynaResource, Inc. filed an 8-K/A amendment to report a material definitive agreement. The filing also addresses changes in the registrant's certifying accountant and other events, including financial statements and exhibits.
Why It Matters
This filing indicates a significant update or correction to previous disclosures, potentially impacting investor understanding of the company's material agreements or financial reporting.
Risk Assessment
Risk Level: medium — Amendments to 8-K filings can signal changes in material agreements or accounting practices, requiring closer investor scrutiny.
Key Players & Entities
- DYNARESOURCE, INC. (company) — Registrant
- October 18, 2024 (date) — Date of earliest event reported
- 20241018 (date) — Conformed period of report
- 000-30371 (other) — Commission File Number
FAQ
What specific material definitive agreement is being amended or reported in this 8-K/A filing?
The filing indicates an 'Entry into a Material Definitive Agreement' as an item of disclosure, but the specific details of the agreement are not provided in the provided text excerpt.
Who is the new certifying accountant for DynaResource, Inc., or what is the nature of the change?
The filing lists 'Changes in Registrant's Certifying Accountant' as an item, but the name of the accountant or the specifics of the change are not detailed in the provided text.
What are the 'Other Events' being reported by DynaResource, Inc. in this amendment?
The filing notes 'Other Events' as a category, but the specific events are not elaborated upon in the provided excerpt.
What is the significance of filing an 8-K/A (amendment) versus a standard 8-K?
An 8-K/A is filed to amend or correct information previously reported in an 8-K filing, suggesting a need to update or rectify prior disclosures.
When was the original 8-K filing that this 8-K/A is amending?
The filing date of the 8-K/A is October 24, 2024, and the date of the earliest event reported is October 18, 2024. The original filing date is not explicitly stated but would precede this amendment.
Filing Stats: 947 words · 4 min read · ~3 pages · Grade level 9.7 · Accepted 2024-10-24 17:28:07
Key Financial Figures
- $0.01 — f the Company's common stock, par value $0.01 per share (the "Common Stock"), at a pu
- $1.04 — "Common Stock"), at a purchase price of $1.04 per share, resulting in aggregate sales
- $6,000,000 — esulting in aggregate sales proceeds of $6,000,000. In connection with the above transac
Filing Documents
- dynr-20241018.htm (8-K/A) — 53KB
- dynr-ex10_1.htm (EX-10.1) — 114KB
- dynr-ex10_2.htm (EX-10.2) — 115KB
- dynr-ex10_3.htm (EX-10.3) — 116KB
- dynr-ex10_4.htm (EX-10.4) — 116KB
- dynr-ex10_5.htm (EX-10.5) — 116KB
- dynr-ex99_1.htm (EX-99.1) — 22KB
- img259973804_0.jpg (GRAPHIC) — 7KB
- 0000950170-24-117121.txt ( ) — 879KB
- dynr-20241018.xsd (EX-101.SCH) — 26KB
- dynr-20241018_htm.xml (XML) — 6KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On October 18, 2024, the Company entered into privately negotiated Stock Purchase Agreements (each an "SPA" and collectively the "SPAs") with each of Golden Post Rail, LLC ("Golden Post"), Ocean Partners UK Limited, Gareth Nichol ("Nichol"), Ralph Whalen ("Whalen") and Rohan Hazelton ("Hazelton") (collectively the "Purchasers"), pursuant to which Purchasers' acquired an aggregate of 5,769,231 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), at a purchase price of $1.04 per share, resulting in aggregate sales proceeds of $6,000,000. In connection with the above transactions, and pursuant to the terms of the SPA entered into with Golden Post (the "Golden Post SPA"), Golden Post waived certain preemptive and antidilution rights that would otherwise have been triggered by transactions contemplated by the SPAs entered into contemporaneously with the Golden Post SPA. The foregoing summary is qualified in its entirety by reference to the full text of the SPAs, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 respectively and incorporated herein in their entirety by reference. The SPAs contain customary representations, warranties and covenants, which were made only for purposes of the SPAs and as of specific dates, were solely for the benefit of the parties to the SPAs, and may be subject to limitations agreed upon by the contracting parties.
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. As discussed above, pursuant to the SPAs, on October 18, 2024 the Company issued and sold 5,760,231 shares of Common Stock to the Purchasers for a total purchase price of $6,000,000, at a price of $1.04 per share, in privately negotiated transactions exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2).
01 Other Events
Item 8.01 Other Events. On October 21, 2024, the Company issued a press release announcing the closing of a private placement for $6,000,000. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. d) Exhibits Exhibit No. Description 10.1 Stock Purchase Agreement dated as of October 18, 2024 by and between DynaResource, Inc. and Golden Post Rail, LLC. 10.2 Stock Purchase Agreement dated as of October 18, 2024 by and between DynaResource, Inc. and Ocean Partners UK Limited. 10.3 Stock Purchase Agreement dated as of October 18, 2024 by and between DynaResource, Inc. and Gareth Nichol. 10.4 Stock Purchase Agreement dated as of October 18, 2024 by and between DynaResource, Inc. and Ralph Whalen. 10.5 Stock Purchase Agreement dated as of October 18, 2024 by and between DynaResource, Inc. and Rohan Hazelton. 99.1 Press Release issued on October 21, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DYNARESOURCE, INC. Date: October 24, 2024 By: /s/ Rohan Hazelton Rohan Hazelton