dynr_8k
CURRENT REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act
May 13, 2020
Date of
Report
(Date
of Earliest Event Reported)
DYNARESOURCE, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-30371
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94-1589426
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(State
or other jurisdiction of incorporation or
organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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222 W
Las Colinas Blvd., Suite 1910 North Tower, Irving, Texas
75039
(Address
of principal executive offices (zip code))
(972)
868-9066
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
[ ]
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
symbol(s)
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Name of
each exchange on which registered
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§
230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
Item 3.02 Unregistered Sales of Equity Securities.
On May
14, 2020, DynaResource, Inc. (the “Company”) closed a
financing agreement with Golden Post Rail, LLC, a Texas limited
liability company and certain individual investors. A summary of
the transaction is set forth below:
1.
Pursuant to the May
14, 2020 Note Purchase Agreement (the “NPA”) among the
Company, Golden Post Rail, LLC (the “Lead Purchaser”),
and the other parties listed on Exhibit A thereto (the
“Remaining Purchasers”):
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Golden Post acquired the following
securities:
a)
A convertible
promissory note (the “Golden Post Note”) payable to
Golden Post in the principal amount of $2,500,000, bearing interest
at 10%, and maturing two years from the date of execution. One half
of the principal amount of Golden Post Note, or $1,250,000, has
been fully funded in accordance with an agreed-upon draw summary
and budget. The balance of the principal amount will also be funded
in accordance with agreed-upon draw summaries and the budget. The
Golden Post Note is convertible, at the option of Golden Post, into
shares of Series D Senior Convertible Preferred Stock (the
“Series D Preferred”) at a conversion price of $2.00
per share; and
b)
A common stock
purchase warrant (the “2020 Warrant”) for the purchase
of 783,976 shares of the Company’s common stock, at an
exercise price of $0.01 per share, and maturing on the 10-year
anniversary of the date of issuance. The 2020 Warrant contains
anti-dilution provisions; and
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The Remaining Purchasers acquired the
following securities:
a)
Convertible
promissory notes (the “Remaining Notes”) in the
aggregate principal amount of $1,400,000, bearing interest at 10%,
and maturing two years from the date of issuance. The Remaining
Notes have been fully funded. The Remaining Notes are convertible,
at the option of each individual Remaining Purchaser, into shares
of Series D Preferred at a conversion price of $2.00 per share;
and
b)
Common stock
purchase warrants (the “Remaining Purchasers Warrants”)
for the purchase of an aggregate of 439,026 shares of the
Company’s common stock, at an exercise price of $0.01 per
share, and maturing on the 10-year anniversary of the date of
issuance. The Remaining Purchasers Warrants contain anti-dilution
provisions.
2.
Also pursuant to
the NPA, the Company and the Lead Purchaser have agreed to amend
the common stock purchase warrant dated June 30, 2015 (the
“2015 Warrant”), issued to the Lead Purchaser in
connection with that certain Securities Purchase Agreement dated as
of May 6, 2015. The 2015 Warrant contemplates the purchase, upon
exercise, of 2,166,527 shares (subject to adjustment) of the
Company’s common stock and matures June 30, 2020 (the
“Termination Date”). The amendment to the 2015 Warrant
provides that, following the expiration of the 2015 Warrant
pursuant to its terms, the Company will issue to the Lead Purchaser
a new warrant (the “New Warrant”), substantially in the
same form of the 2015 Warrant, for the number of shares of the
Company’s common stock that went unexercised on the
Termination Date, if any. The New Warrant would have a maturity
date of June 30, 2022.
As part
of the transaction contemplated by the NPA, the Company executed an
Amended and Restated Registration Rights Agreement pursuant to
which Golden Post may require the Company to register the shares of
common stock which may be issued upon (i) the conversion of the
Series C Senior Convertible Preferred Stock (“Series C
Preferred”), (ii) the conversion of the Series D Preferred,
and (iii) the shares of common stock issuable upon the exercise of
the 2015 Warrant, the 2020 Warrant, and a compensatory warrant
issued to the Lead Purchaser on May 13, 2020 (described below under
the heading “Compensatory Issuances”), including any
additional shares of common stock issuable pursuant to
anti-dilution provisions of such securities.
Pursuant to the
transaction contemplated by the NPA, the Company has agreed to call
a special meeting of Company stockholders, to be held not later
than July 14, 2020, to solicit stockholder approval of (a) an
amendment of the Company’s certificate of incorporation to
increase the number of authorized shares of common stock from
25,000,000 shares to 40,000,000 shares, and (b) an amendment of the
Certificate of Designations of the Series C Preferred, in order to
(a) extend the maturity date of the Series C Preferred by an
additional two (2) years, (ii) add an equity cap in respect of the
conversion of Series C Preferred into common stock of the Company,
and (iii) add certain restrictions on the ability of the Company to
issue Series C Preferred.
Compensatory Issuances. On May 13, 2020, one business day
prior to the NPA, the Company issued to the Lead Purchaser the
following: (i) a common stock purchase warrant for 2,306 shares, at
an exercise price of $0.01 per share, and maturing on the 7-year
anniversary of the date of issuance (the “Compensatory
Warrant”); and (ii) 1,771 shares of Series C Preferred. These
issuances were occasioned by the Company’s obligations under
the Securities Purchase Agreement dated as of May 6,
2015.
In
order to accommodate the issuance of the additional 1,771 shares of
Series C Preferred, on May 13, 2020 the Company filed with the
Secretary of State of Delaware a Certificate of Increase of Series
C Senior Convertible Preferred Stock, to increase the number of
shares of preferred stock designated as Series C Preferred from
1,733,221 shares to 1,734,992 shares (“Certificate of
Increase”).
Also on
May 13, 2020, the Company filed with the Secretary of State of
Delaware 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 D Senior Convertible Preferred Stock,
contemplating the authorization of 3,000,000 shares of Series D
Preferred (“Certificate of Designation”).
The
sale of the Golden Post Note, the Remaining Notes, the 2020
Warrant, the Remaining Purchasers Warrants, the Compensatory
Warrant, and the Series C Preferred was made pursuant to a
privately negotiated transaction that did not involve a public
offering of securities and, accordingly, the Company believes that
the transaction was exempt from the registration requirements of
the Securities Act pursuant to Section 4(a)(2) thereof. Each
investor represented that it (A) is an “accredited
investor” and (B) has such knowledge and experience in
financial and business matters that the investor is capable of
evaluating the merits and risks of acquiring the securities
acquired by such investor. All of the
foregoing securities are deemed restricted securities for purposes
of the Securities Act.
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The NPA is attached
as Exhibit 10.1 and incorporated herein by reference.
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The Certificate of
Increase is attached as Exhibit 3.1 and incorporated herein by
reference.
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The terms of the
Series D Preferred are contained in the Certificate of Designation
attached as Exhibit 3.2 and incorporated herein by
reference.
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The Golden Post
Note is attached as Exhibit 4.1 and incorporated herein by
reference.
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The form of
Remaining Notes is attached as Exhibit 4.2 and incorporated herein
by reference.
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The 2020 Warrant is
attached as Exhibit 4.3 and incorporated herein by
reference.
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The form of
Remaining Purchasers Warrants is attached as Exhibit 4.4 and
incorporated herein by reference.
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The Amendment to
the 2015 Warrant is attached as Exhibit 4.5 and incorporated herein
by reference.
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The Compensatory
Warrant is attached as Exhibit 4.6 and incorporated herein by
reference
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The Amended and
Restated Registration Rights Agreement is attached as Exhibit 4.7
and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On May
13, 2020, the Company filed the Certificate of Increase with the
Secretary of State of Delaware, to effect an increase in the number
of shares of preferred stock designated as Series C Preferred from
1,733,221 shares to 1,734,992 shares.
The
Certificate of Increase is attached as Exhibit 3.1 and incorporated
herein by reference.
On May
13, 2020, the Company also filed the Certificate of Designation to
reflect the designation of the Series D Preferred.
The
Certificate of Designation is attached as Exhibit 3.2 and
incorporated herein by reference.
Item
9.01.
Financial Statements and Exhibits.
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Certificate of
Increase of Series C Senior Convertible Preferred Stock, filed May
13, 2020
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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
D Senior Convertible Preferred Stock, filed May 13,
2020
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May 14, 2020
convertible promissory note payable to Golden Post Rail,
LLC
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May 14, 2020 form
of convertible promissory note issued to the other parties listed
on Exhibit A to the May 14, 2020 Note Purchase
Agreement
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May 14, 2020 common
stock purchase warrant issued to Golden Post Rail LLC
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May 14, 2020 form
of common stock purchase warrant issued to the other parties listed
on Exhibit A to the May 14, 2020 Note Purchase
Agreement
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Amendment to the
June 30, 2015 Warrant issued to Golden Post Rail, LLC
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May 13, 2020 common
stock purchase warrant issued to Golden Post Rail LLC
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May 14, 2020
Amended and Restated Registration Right Agreement between
DynaResource, Inc. and Golden Post Rail, LLC
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May 14, 2020 Note
Purchase Agreement among DynaResource, Inc., Golden Post Rail, LLC,
and the other parties listed on Exhibit A
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_______________
* Filed
herewith
SIGNATURE
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.
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Dated:
May 20, 2020
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DYNARESOURCE,
INC.
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(Registrant)
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By:
/s/ K.W. Diepholz
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Name: K.W.
Diepholz
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Title: Chairman
and CEO
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