Texas Mineral Resources Corp. Terminates Agreement, Reports Equity Sales

TL;DR

TMRC terminated a key deal and sold shares off-exchange. Watch closely.

AI Summary

Texas Mineral Resources Corp. announced on August 11, 2025, the termination of a material definitive agreement. The company also reported unregistered sales of equity securities. The filing details events that occurred as of August 11, 2025, with the earliest event reported on July 28, 2025.

Why It Matters

The termination of a material definitive agreement and unregistered sales of equity securities can significantly impact a company's financial standing and future operations.

Risk Assessment

Risk Level: medium — Termination of agreements and unregistered equity sales can indicate financial distress or strategic shifts, warranting closer scrutiny.

Key Players & Entities

• Texas Mineral Resources Corp. (company) — Registrant
• August 11, 2025 (date) — Date of Report
• July 28, 2025 (date) — Date of Earliest Event Reported

FAQ

Key Financial Figures

• $848,000 — ompany an aggregate principal amount of $848,000, convertible into up to 2,826,667 share
• $0.01 — 6,667 shares of common stock, par value $0.01 per share ("Common Stock), at a fixed c
• $0.30 — n Stock), at a fixed conversion rate of $0.30 per share. On February 20, 2025, the C
• $250,000 — g on February 20, 2025 of an additional $250,000 in debt financing evidenced by Notes in
• $1,098,000 — enting an aggregate principal amount of $1,098,000 of debt issued pursuant to the Loan Agr
• $678,000 — s 8-K. Notes in the principal amount of $678,000 converted into Common Stock between Aug

Filing Documents

• tmrc-8k_081125.htm (8-K) — 24KB
• 0001999371-25-011060.txt ( ) — 180KB
• tmrc-20250811.xsd (EX-101.SCH) — 3KB
• tmrc-20250811_lab.xml (EX-101.LAB) — 33KB
• tmrc-20250811_pre.xml (EX-101.PRE) — 22KB
• tmrc-8k_081125_htm.xml (XML) — 3KB

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. The information set forth in "Introductory Note" and Item 8.01 of this Report is incorporated herewith by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The February 2025 Forms 8-K previously reported the issuance of the Notes in the aggregate principal amount of $1,098,000, convertible into an aggregate of 3,660,000 shares of Common Stock, and such February 2025 Forms 8-K stated that the issuance of the Notes was, and the issuance of the underlying 3,660,000 shares of Common Stock would be, issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended ("Securities Act"), pursuant to Section 4(a)(2) thereof, to fifteen "accredited investors" as defined in Rule 501 of Regulation D promulgated by the SEC without the use of any general solicitation or advertising to market or otherwise offer the securities for sale. In fact, the issuance of the 3,660,000 shares of Common Stock upon conversion of the Notes was issued in accordance therewith. On July 22, 2025, the Company issued an aggregate of 164,327 shares of Common Stock to its directors in lieu of cash directors' fees. These shares of Common Stock were issued, in reliance on the exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof, without the use of any general solicitation or advertising to market or otherwise offer the securities for sale.

01. Other Events

Item 8.01. Other Events. On February 20, 2025, pursuant to the closing of the $848,000 of debt financing in accordance with the Loan Agreements dated February 10, 2025, the Company issued to thirteen accredited investors Notes (i) in the principal amount of $848,000, (ii) that did not bear interest, (iii) had a maturity date of August 10, 2025, and (iv) were convertible, at the option of the holders, into shares of Common Stock at a conversion price of $0.30 per share for up to 2,826,667 shares of Common Stock. On February 20, 2025, pursuant to the closing of the $250,000 of debt financing in accordance with the Loan Agreements dated February 18, 2025, the Company issued to two accredited investors Notes (i) in the principal amount of $250,000, (ii) that did not bear interest, (iii) had a maturity date of August 10, 2025, and (iv) were convertible, at the option of the holders, into shares of Common Stock at a conversion price of $0.30 per share for up to 833,333 shares of Common Stock. As of August 9, 2025, the Notes in an aggregate principal amount of $1,098,000 (comprising 100% of the Notes issued in February 2025 and disclosed in the February 2025 Forms 8-K) were converted by the holders into an aggregate of 3,660,000 shares of Common Stock pursuant to the terms of the fixed conversion rate in the Notes as described in the February 2025 Forms 8-K. Notes in the principal amount of $678,000 converted into Common Stock between August 6 and August 9, 2025, with the balance of the conversions being effected between July 28 and July 31, 2025. As a result of the conversion of the Notes in the aggregate principal amount of $1,098,000 into an aggregate of 3,660,000 shares of Common Stock, these Notes have been extinguished in full. As previously disclosed in the February 2025 Forms 8-K, the purchasers of the Notes received, as additional consideration for entering into the Loan Agreements, five-year warrants to purchase an aggregate of up to 10,980,000 shares of Com

View Full Filing

View this 8-K filing on SEC EDGAR