DynaResource files 12b‑25 delaying 2025 Form 10‑K

Q: What change in results does DynaResource anticipate for 2025 vs. 2024?

DynaResource anticipates approximately $58 million in revenue for 2025 versus $48 million in 2024 and anticipates net income of approximately $3.8 million in 2025 versus a net loss of $8.1 million in 2024.

Q: Has DynaResource otherwise kept up with periodic reporting?

Yes. The company checked Yes on the form indicating that all other periodic reports required under the Exchange Act during the preceding 12 months have been filed.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

NT 10-K

Rhea-AI Filing Summary

DYNARESOURCE, INC. submitted a Form 12b-25 notifying the SEC that its Annual Report on Form 10-K for the period ended December 31, 2025 could not be filed on time because auditors require additional time to complete procedures related to the company’s transition from an exploration‑stage issuer to a production‑stage issuer. The company expects to file within the extension period provided by Rule 12b-25.

The company says operating results changed materially in 2025, anticipating $58 million in revenue for 2025 versus $48 million in 2024 and anticipating $3.8 million net income for 2025 versus a $8.1 million net loss in 2024; management cites significant judgment around identifying, evaluating, and capitalizing production‑stage costs.

Insights

Late filing tied to production‑stage accounting and extended audit procedures.

The notice states the company moved from exploration to production status in 2025, generating a material change in operating results that required judgment on which costs to capitalize. Such transitions often prompt expanded audit sampling and additional disclosure review.

Key items to watch in the filed 10-K are the production‑stage capitalization policy, depreciation/amortization methods, and related-party or segment disclosures; the company expects to file within the 12b‑25 extension period.

Reported operational swing to profitability is a material context item; audit signoff is the gating factor.

The company reports anticipated $58M revenue and anticipated $3.8M net income for 2025 versus prior year figures. Those figures indicate a material change in results that will require clear reconciliations and explanatory MD&A disclosures.

Investors should read the finalized 10-K for the exact realized figures, the company’s capitalization thresholds, and auditor commentary when available.

Key Figures

Revenue (2025, anticipated): $58 million Revenue (2024): $48 million Net income (2025, anticipated): $3.8 million +2 more

5 metrics

Revenue (2025, anticipated) $58 million anticipated 2025 revenue vs. $48 million in 2024

Revenue (2024) $48 million reported 2024 revenue for comparison

Net income (2025, anticipated) $3.8 million anticipated net income for 2025 vs. prior-year loss

Net loss (2024) $8.1 million net loss reported for 2024

Reporting period December 31, 2025 Form 10-K period end referenced in the 12b-25 notice

Key Terms

Rule 12b-25, production‑stage costs, Form 10-K, independent auditors

4 terms

Rule 12b-25 regulatory

"expects to file its Form 10‑K within the extension period provided by Rule 12b‑25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

production‑stage costs financial

"identification, evaluation, and capitalization of production‑stage costs"

Form 10-K regulatory

"unable to file its Annual Report on Form 10‑K for the year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

independent auditors financial

"the Registrant’s independent auditors require additional time to complete their audit procedures"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

FAQ

Why did DynaResource (DYNR) file a Form 12b-25?

The company filed a Form 12b-25 because its auditors need additional time to complete audit procedures. Management cites the transition from exploration to production and related accounting judgments requiring extra review.

When is DynaResource expected to file its 2025 Form 10-K?

The company expects to file within the Rule 12b-25 extension period. The notice states the company will use the extension provided by Rule 12b-25 to complete auditor review and finalize disclosures.

What change in results does DynaResource anticipate for 2025 vs. 2024?

DynaResource anticipates approximately $58 million in revenue for 2025 versus $48 million in 2024 and anticipates net income of approximately $3.8 million in 2025 versus a net loss of $8.1 million in 2024.

What accounting issue delayed the 10-K filing for DYNR?

Management attributes the delay to significant judgment required to identify, evaluate, and capitalize production‑stage costs following the company's transition to production status during 2025.

Has DynaResource otherwise kept up with periodic reporting?

Yes. The company checked Yes on the form indicating that all other periodic reports required under the Exchange Act during the preceding 12 months have been filed.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 03/30/2026 - 05:57 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING


(Check One)		X Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q
		☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

		For Period Ended: December 31, 2025

		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		☐ Transition Report on Form N-SAR

		For the Transition Period Ended:

     Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

DYNARESOURCE, INC.

(Exact name of Registrant as specified in its Charter)


Delaware	94-1589426
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
222 W. Las Colinas Blvd., Suite 1910 North Tower Irving, TX	75039
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (972) 868-9066

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


X	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to file its Annual Report on Form 10‑K for the year ended December 31, 2025 on a timely basis without unreasonable effort or expense. During 2025, the Company transitioned from an exploration‑stage issuer to a production‑stage issuer and reported a significant change in operating results, including a transition from a net loss in the prior year to net income in 2025. These changes required significant judgment, including the identification, evaluation, and capitalization of production‑stage costs. As a result, the Registrant’s independent auditors require additional time to complete their audit procedures and finalize their review of the Company’s financial statements and related disclosures. The Registrant expects to file its Form 10‑K within the extension period provided by Rule 12b‑25.

PART IV — OTHER INFORMATION


(1)	Name and telephone number of person to contact in regard to this notification


Alonso Sotomayor	(647)	285-1259
(Name)	(Area Code)	(Telephone Number)


(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). X Yes ☐ No

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? X Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company anticipates revenues of approximately $58 million in 2025 vs. $48 million in 2024 and anticipates net income of approximately $3.8 million in 2025 vs. a net loss of $8.1 million in 2024

DYNARESOURCE, INC.

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date		March 30, 2026		By		/s/ Alonso Sotomayor

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

     ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

Source: View Original Filing on SEC EDGAR