DYNARESOURCE, INC. Files 8-K: Material Agreement & Equity Sales

TL;DR

DYNARESOURCE, INC. signed a big deal and sold some stock, filing an 8-K on Oct 18.

AI Summary

On October 18, 2024, DYNARESOURCE, INC. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing details are associated with accession number 0000950170-24-116264.

Why It Matters

This 8-K filing indicates significant corporate activity for DYNARESOURCE, INC., including a new material agreement and potential equity transactions, which could impact its financial standing and stock performance.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Numbers

• 000-30371 — SEC File Number (Identifier for the company's filings with the SEC.)
• 94-1589426 — IRS Employer Identification No. (Tax identification number for the company.)

Key Players & Entities

• DYNARESOURCE, INC. (company) — Registrant
• 0000950170-24-116264 (accession_number) — Filing identifier
• October 18, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 000-30371 (commission_file_number) — SEC File Number
• 94-1589426 (irs_number) — IRS Employer Identification No.
• 222 W. Las Colinas Blvd. Suite 1910 - North Tower (address) — Principal Executive Offices
• Irving (city) — Principal Executive Offices City
• Texas (state) — Principal Executive Offices State
• 75039 (zip_code) — Principal Executive Offices Zip Code

FAQ

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) — 51KB
• 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
• 0000950170-24-116264.txt ( ) — 774KB
• dynr-20241018.xsd (EX-101.SCH) — 25KB
• dynr-20241018_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 18, 2024, DynaResource, Inc. (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 Holdings 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 Holdings 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 22, 2024 By: /s/ Rohan Hazelton Rohan Hazelton

View Full Filing

View this 8-K filing on SEC EDGAR