DynaResource Files 8-K: Agreements, Equity Sales, and Bylaw Changes

TL;DR

DYNR filed an 8-K detailing new agreements, equity sales, and bylaw changes. Watch for potential dilution.

AI Summary

On June 26, 2024, DynaResource, Inc. entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by DynaResource, Inc., including new agreements and potential equity dilution, which could impact investors.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can lead to dilution and increased share count.

Key Players & Entities

• DynaResource, Inc. (company) — Registrant
• June 26, 2024 (date) — Date of earliest event reported
• June 28, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $2,500,000 — rom the Company for a purchase price of $2,500,000 in a private placement transaction. P
• $1.61 — a payment of $2,500,000, at a price of $1.61 per share as contemplated by the MOU an
• $0.01 — Common Stock of the Company, par value $0.01 per share. Item 5.03 Amendments to Ar

Filing Documents

• dynr-20240628.htm (8-K) — 47KB
• dynr-ex3_1.htm (EX-3.1) — 133KB
• dynr-ex10_1.htm (EX-10.1) — 129KB
• 0000950170-24-079082.txt ( ) — 465KB
• dynr-20240628.xsd (EX-101.SCH) — 26KB
• dynr-20240628_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 26, 2024, DynaResource, Inc. (the "Company") entered into a Stock Purchase Agreement (the "SPA") with Golden Post Rail, LLC ("Golden Post"). The SPA is the definitive agreement contemplated by the Memorandum of Understanding (the "MOU") dated June 3, 2024 (as disclosed in the Company's Form 8-K filed with the Securities Exchange Commission on June 7, 2024) with Ocean Partners Holdings Limited ("Ocean Partners") to memorialize Golden Post's intent to purchase shares of stock from the Company for a purchase price of $2,500,000 in a private placement transaction. Pursuant to the SPA, as discussed below, the Company has adopted a Certificate of Designations creating the Series E Convertible Preferred Stock (the "Series E Preferred Stock") that is junior to the Company's outstanding Series C and Series D Preferred Stock and pari passu with the Company's Common Stock. On June 27, 2024, the Company issued 1,552,795 shares of Series E Preferred Stock to Golden Post in exchange for a payment of $2,500,000, at a price of $1.61 per share as contemplated by the MOU and the SPA. As contemplated by the MOU, at closing of the SPA, Golden Post waived certain preemptive and antidilution rights that would otherwise have been triggered by stock issuances contemplated by the MOU and employment-related transactions undertaken contemporaneously with the MOU. The foregoing summary is qualified in its entirety by reference to the full text of the SPA, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein in its entirety by reference. The representations, warranties and covenants contained in the SPA were made only for purposes of the SPA and as of specific dates, were solely for the benefit of the parties to the SPA, 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 SPA, on June 27, 2024 the Company issued and sold 1,552,795 shares of Series E Preferred Stock to Golden Post for a purchase price of $2,500,000, a price of $1.61 per share, in a privately negotiated transaction exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2). The Series E Preferred Stock is convertible on a one-for-one basis into shares of Common Stock of the Company, par value $0.01 per share.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As discussed above, the Company adopted, by the affirmative vote of its Board of Directors, and filed a Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof of Series E Convertible Preferred Stock (the "Series E Designation") with the Secretary of State of the State of Delaware on June 26, 2024. Pursuant to the Series E Designation, the Company designated 1,552,795 shares of its Preferred Stock, par value 0.001 per share, as Series E Convertible Preferred Stock. The Series E Preferred Stock is junior in rank to the Company's outstanding Series C and Series D Preferred Stock and pari passu with the Company's Common Stock, having the same dividend, liquidation, and voting rights (on an as-converted basis) as Common Stock. The shares of Series E Preferred Stock are convertible at the holder's request on a one-for-one basis (adjustable for certain recapitalizations and similar events) into shares of Common Stock. The foregoing summary is qualified in its entirety by reference to the full text of the Series E Designation, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein in its entirety by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. d) Exhibits Exhibit No. Description 3.1 Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof of Series E Convertible Preferred Stock 10.1 Stock Purchase Agreement dated as of June 26, 2024 by and between DynaResource, Inc. and Golden Post Rail, LLC.

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: June 28, 2024 By: /s/ Rohan Hazelton Rohan Hazelton

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View this 8-K filing on SEC EDGAR