DynaResource plans $3M private placement at $0.45

DynaResource, Inc. announced a non-brokered private placement with certain existing stockholders to raise gross proceeds of US$3.0 million, with potential total gross proceeds of up to US$6.4 million if all associated warrants are exercised.

Rhea-AI Filing Summary

DynaResource, Inc. announced a non-brokered private placement with certain existing stockholders to raise gross proceeds of US$3.0 million, with potential total gross proceeds of up to US$6.4 million if all associated warrants are exercised. Units will be issued at US$0.45 per unit, each consisting of one common share and one common share purchase warrant. Each warrant has an exercise price of US$0.51 per share and is conditional on an increase in authorized common shares to allow warrant exercise; warrants will be exercisable until the later of 180 days and 30 days after this condition is satisfied. Investing stockholders have committed an advance of US$851,250, but completion depends on final definitive documentation, and all advances would be returned if documentation is not executed. Net proceeds are expected to be used for general corporate purposes, working capital, debt service obligations (including overdue repayments), and capital expenditures at the San José de Gracia Project.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Initial gross proceeds: US$3.0 million Maximum gross proceeds with warrants: US$6.4 million Unit subscription price: US$0.45 per unit +4 more

7 metrics

Initial gross proceeds US$3.0 million Target gross proceeds from the non-brokered private placement Offering

Maximum gross proceeds with warrants US$6.4 million Potential total gross proceeds if all warrants from the Offering are exercised

Unit subscription price US$0.45 per unit Price per unit, each including one common share and one warrant

Warrant exercise price US$0.51 per share Exercise price per common share under the Offering warrants

Advance funding commitment US$851,250 Advance received from investing stockholders in connection with the Offering

Pricing reference period 20-day volume-weighted average price Basis for determining the US$0.45 unit subscription price at end of July 2026

Warrant exercisability period Later of 180 days and 30 days Exercisable until the later of 180 days and 30 days after Authorized Shares Condition is satisfied

Key Terms

non-brokered private placement, common share purchase warrant, volume-weighted average price, Authorized Shares Condition, +2 more

6 terms

non-brokered private placement financial

"announces a non-brokered private placement financing with certain of the Company’s existing"

A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.

common share purchase warrant financial

"each unit comprised of one common share of the Company and one common share purchase"

A common share purchase warrant is a tradable contract that gives its holder the right, but not the obligation, to buy a company’s common stock at a specified price within a set period. Think of it like a coupon for future shares: if the stock rises above the coupon price it can boost returns for the holder, but when used it increases the number of outstanding shares and can reduce each existing shareholder’s ownership and affect the company’s cash position.

volume-weighted average price financial

"subscription price is based on approximately the 20-day volume-weighted average price of"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

Authorized Shares Condition financial

"exercise price of US$0.51 per share and be conditional on an increase in the Company’s authorized"

debt service obligations financial

"working capital, debt service obligations, including overdue debt repayments, and capital expenditures"

forward-looking statements regulatory

"This news release contains forward-looking statements within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of financing did DynaResource (DYNR) announce in this 8-K?

DynaResource announced a non-brokered private placement with certain existing stockholders to raise up to US$3.0 million initially, with potential total gross proceeds of US$6.4 million if all attached warrants are exercised.

How much capital is DynaResource (DYNR) aiming to raise and at what unit price?

DynaResource plans to raise US$3.0 million in gross proceeds by issuing units at US$0.45 per unit. Each unit includes one common share and one common share purchase warrant, potentially expanding to US$6.4 million if all warrants are exercised.

What are the warrant terms in DynaResource’s (DYNR) private placement?

Each unit includes a warrant with an exercise price of US$0.51 per share. Warrants become exercisable only after an increase in authorized common shares and remain exercisable until the later of 180 days and 30 days after that condition is met.

How much advance funding has DynaResource (DYNR) already received under the Offering?

DynaResource has received a commitment for an advance of US$851,250 from investing stockholders. If definitive investment documentation is not finalized and executed, the company would be required to return all funds received as advances.

How will DynaResource (DYNR) use the proceeds from the private placement?

DynaResource expects to use net proceeds for general corporate purposes, working capital, debt service obligations including overdue repayments, and capital expenditures at its San José de Gracia Project in Sinaloa, Mexico.

What pricing reference did DynaResource (DYNR) use for the subscription price?

The subscription price of US$0.45 per unit is based on approximately the 20-day volume-weighted average price of DynaResource’s shares as of the end of July 2026, aligning the offering terms with recent market trading levels.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/17/2026 - 05:27 PM EDT Learn about SEC filing dates

false0001111741NONE00011117412026-08-112026-08-11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2026

DYNARESOURCE, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			000-30371	94-1589426
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
The Urban Towers 222 W. Las Colinas Blvd. Suite 1910 - North Tower
Irving, Texas				75039
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 869-9400

(Former Name or Former Address, if Changed Since Last Report)

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:

☐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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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 8.01 Other Events.

On August 11, 2026, the Company announced a non-brokered private placement financing with certain of the Company’s existing stockholders. 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.

9.01 Financial Statements and Exhibits.

d) Exhibits

Exhibit No.		Description
99.1		Press Release issued on August 11, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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:	August 17. 2026	By:	/s/ Rohan Hazelton
			Rohan Hazelton, Chief Executive Officer

OTCQX: DYNR WWW.DYNARESOURCE.COM

DynaResource Announces US$3.0 Million Private Placement Financing

IRVING, TX / August 11, 2026 / DYNR-DynaResource, Inc. (OTCQX:DYNR) ("DynaResource" or the "Company") announces a non-brokered private placement financing with certain of the Company’s existing stockholders (the “Offering”) to raise gross proceeds of US$3.0 million (or up to a gross aggregate of US$6.4 million if all warrants are exercised).

Financing Terms

Under the terms of the Offering, the Company will issue units at a subscription price of US$0.45 per unit, with each unit comprised of one common share of the Company and one common share purchase warrant. The subscription price is based on approximately the 20-day volume-weighted average price of the Company's shares as at the end of July 2026. Each warrant will have an exercise price of US$0.51 per share and be conditional on an increase in the Company’s authorized shares of common stock to accommodate the exercise of the warrants (the “Authorized Shares Condition”) and will be exercisable until the later of 180 days and 30 days after the Authorized Shares Condition is satisfied.

The Company has received a commitment from the investing stockholders for an advance of US$851,250 in connection with the Offering; however, completion of the Offering remains subject to the finalization of definitive documentation. While the parties expect to be able to finalize the investment definitive documentation without difficulties, no assurance can be given that definitive documentation will be successfully executed and delivered between the parties, in which case, the Company would be required to return all funds received as advances in connection with this Offering.

Use of Proceeds

The Company expects to use the net proceeds from the Offering for general corporate purposes, working capital, debt service obligations, including overdue debt repayments, and capital expenditures at the San José de Gracia Project.

“This financing reflects the continued support of key stakeholders and is expected to provide additional flexibility as we advance our plans at San José de Gracia,” stated Rohan Hazelton, President and CEO of DynaResource. “We remain focused on strengthening the Company’s financial position, which has been reduced due to ongoing debt repayments and operational challenges, and creating long-term value for shareholders.”

On behalf of the Board of Directors of DynaResource, Inc.

Rohan Hazelton
President & CEO

About DynaResource

DynaResource is a junior gold mining producer trading on the OTCQX under the symbol “DYNR”. DynaResource is actively mining and expanding the historic San Jose de Gracia gold mining district in Sinaloa, Mexico.  

For More Information on DynaResource, Inc. please visit www.dynaresource.com, or contact:

Investor Relations:
Katherine Pryde

Investor Relations Manager
+1 972-869-9400
info@dynaresource.com

No Offer or Solicitation

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The securities described herein have not been registered under the United States Securities Act of 1933, as amended, or any applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Certain information contained in this news release, including statements relating to the anticipated use of proceeds from the Offering and operational stabilization initiatives and future financial or operating performance may be deemed “forward-looking”. All statements in this news release, other than statements of historical fact, that address events or developments that DynaResource expects to occur, are forward-looking information. These statements reflect the Company’s current internal projections, expectations or beliefs and are based on information currently available to DynaResource. In some cases, forward-looking information can be identified by terminology such as “may”, “will”, “should”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “project”, “potential”, “scheduled”, “forecast”, “budget” or the negative of those terms or other comparable terminology. Many assumptions are based on factors and events that are not within the control of DynaResource and there is no assurance they will prove to be correct. Such factors include, without limitation: the availability and timing of additional capital; the timing and amount of any tax refunds or other receivables; operational performance at the San Jose de Gracia property; commodity prices; currency exchange rates; discrepancies between actual and estimated production, grades and metallurgical recoveries; taxation; regulatory, political and economic developments; additional funding requirements; mining and operating risks; accidents; labor disputes; title or permitting matters; and the risks referenced in the Annual Report on Form 10-K for DynaResource available at www.sec.gov. Forward-looking information is not a guarantee of future performance and actual results and future events could differ materially from those discussed in the forward-looking information. All forward-looking information contained in this news release is qualified by these cautionary statements. DynaResource expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise, except as required by applicable law.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 17.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.2 KB