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TX Rail Products, Inc. Completes Strategic Capital Raise to Support Strong and Visible Customer Demand

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TX Rail Products (OTC: TXRP) completed a private placement on Jan 5, 2026 raising $1.8 million by issuing 6,000,000 no par common shares at $0.30 per share to a single institutional investor.

The investor also holds a right to buy 4,000,000 shares at $0.50 per share for 36 months. Both the placement price and the warrant exercise price were a premium to the $0.2450 market close on Dec 23, 2025. The company plans to use proceeds for working capital, specifically to purchase inventory to meet visible customer demand.

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Positive

  • Raised $1.8 million in private placement
  • Issued 6,000,000 shares at $0.30 per share
  • Investor right to purchase 4,000,000 shares at $0.50 for 36 months
  • Proceeds earmarked to buy inventory to meet customer demand

Negative

  • Immediate share issuance of 6,000,000 creates potential dilution
  • Up to 4,000,000 additional shares via warrants could dilute if exercised within 36 months

News Market Reaction

+44.04%
1 alert
+44.04% News Effect

On the day this news was published, TXRP gained 44.04%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Shares and Warrants Issued at a Premium to Market Value

ASHLAND, Ky., Jan. 05, 2026 (GLOBE NEWSWIRE) -- TX Rail Products, Inc. (OTC Markets PINK: TXRP), a supplier of rail and rail products to the U.S. coal mining industry, short line railroads and tunneling contractors, today announced the company issued shares of its no par value common stock in a private placement transaction to a single institutional investor for gross proceeds of $1.8 million.

Under the terms of the placement, the company issued 6,000,000 shares of no par value common stock at $0.30 per share to a single institutional investor for gross proceeds of $1.8 million. As part of the transaction, the investor also has the right to purchase 4,000,000 shares of the no par common stock at a price of $0.50 per share for a period of 36 months. Both the initial investment and the warrant exercise price represent a premium to the current market price of $0.2450 per share as of the close of trading on December 23, 2025.

The company plans to use the proceeds from the issuance of shares in this transaction for working capital purposes, specifically, to purchase inventory to meet customer demand.

Mr. Shrewsbury, CEO and Chairman of TX Rail Products, Inc., commented, “This additional capital strengthens our balance sheet and positions us to secure the inventory needed to meet growing customer demand. With clear visibility into our order pipeline, we can strategically build inventory and take advantage of current market opportunities. Furthermore, this transaction reflects investor confidence in our growth trajectory and long-term value creation."

Forward-Looking and Cautionary Statements

Except for the historical information and discussions contained herein, statements contained in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA) and other applicable law. When used, the words "believe", "anticipate", "estimate", "project", "should", "expect", "plan", "assume" and similar expressions that do not relate solely to historical matters identify forward-looking statements. Forward-looking statements are based on the Company's current assumptions regarding future business and financial performance. Forward-looking statements concerning future plans or results are necessarily only estimates and actual results could differ materially from expectations. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, including the following: our ability to implement our business strategy; our financial strategy; a downturn in economic environment; our failure to meet growth and productivity objectives; a failure of our innovation initiatives; risks from investing in growth opportunities; fluctuations in financial results and purchases; the impact of local legal, economic, political and health conditions; adverse effects from environmental matters and tax matters; ineffective internal controls; our use of accounting estimates; our ability to attract and retain key personnel and our reliance on critical skills; impact of relationships with critical suppliers; currency fluctuations and customer financing risks; the impact of changes in market liquidity conditions and customer credit risk on receivables; our reliance on third party distribution channels; Securities and Exchange Commission regulations related to trading in "penny stocks;" the continued availability of certain financing provided by our CEO; and other risks, uncertainties and factors or in materials incorporated therein by reference. Any forward-looking statement in this release speaks only as of the date on which it is made. We assume no obligation to update or revise any forward-looking statement. Notwithstanding the above, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1933, as amended, expressly state that the safe harbor for forward looking statements does not apply to companies that issue penny stocks. Because we may from time to time be considered to be an issuer of penny stock, the safe harbor for forward looking statements under the PSLRA may not be applied to us at certain times.




Contacts

Investor Relations:
Brett Maas
Hayden IR
txrp@haydenir.com
646-536-7331

William “Buck” Shrewsbury        
Chairman and CEO TX Rail Products, Inc.
(606) 928-3131        

FAQ

What did TXRP announce on January 5, 2026?

TXRP announced a private placement raising $1.8 million by issuing 6,000,000 shares at $0.30 per share.

How many warrants or purchase rights did TXRP grant and at what price?

The investor has the right to buy 4,000,000 shares at $0.50 per share for 36 months.

How will TXRP use the $1.8 million proceeds?

The company plans to use proceeds for working capital, specifically to purchase inventory to meet customer demand.

Was the placement priced above market for TXRP (symbol TXRP)?

Yes. Both the $0.30 placement price and the $0.50 warrant price were above the $0.2450 market close on Dec 23, 2025.

What is the potential shareholder impact of TXRP's capital raise?

The immediate issuance of 6,000,000 shares and possible exercise of 4,000,000 warrants could dilute existing shareholders if warrants are exercised.
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