DynaResource investor reports 20.17% stake

Retired investor Gareth Nichol reports a 20.17% beneficial stake in DYNARESOURCE, INC. and agrees to support an amendment enabling warrant exercise.

Rhea-AI Filing Summary

DYNARESOURCE, INC. (DYNR) discloses that investor Gareth Nichol has become a significant stockholder through the purchase of 2,000,000 units on September 1, 2026 at $0.45 per Unit, for an aggregate of $900,000, under a Securities Purchase Agreement. Each Unit includes one share of common stock and a warrant for one additional share at an exercise price of $0.51 per share, exercisable only after an Authorized Shares Condition is met through stockholder approval and a charter amendment to increase authorized shares or effect a reverse split. Nichol has also entered a Voting Agreement to vote his shares in favor of that amendment. As of this filing, he beneficially owns 7,425,768 common shares, representing 20.17% of the 36,815,725 common shares outstanding, excluding shares underlying 500,000 Series D Convertible Preferred Stock and the warrant, which are not currently exercisable or convertible under SEC beneficial ownership rules.

Filing Explained

Nichol reports sole voting and dispositive power over 20.17% of the class, while disclosing no current plan for the listed corporate actions.

The completed purchase leaves Gareth Nichol reporting sole voting and dispositive power over 7,425,768 common shares, or 20.17% of the outstanding class.

He states that the investment is for investment purposes and that he has no present plan or proposal for the listed corporate actions, while reserving the right to communicate with management or the board, acquire more securities, exercise or convert securities, vote, or dispose of holdings.

That reservation means the filing records no current action plan beyond the completed purchase, but it does not make his future intentions fixed; the filing says they may change.

Key Figures

Units purchased: 2,000,000 units Unit purchase price: $0.45 per Unit Aggregate purchase price: $900,000 +6 more

9 metrics

Units purchased 2,000,000 units Units of DYNARESOURCE, INC. securities purchased on September 1, 2026

Unit purchase price $0.45 per Unit Price paid by Gareth Nichol for each Unit under the Securities Purchase Agreement

Aggregate purchase price $900,000 Total consideration paid for 2,000,000 Units

Warrant shares 2,000,000 shares Common shares underlying the warrant included in the purchased Units

Warrant exercise price $0.51 per share Exercise price for each common share under the warrant

Beneficially owned common shares 7,425,768 shares Shares of DYNR common stock beneficially owned by Gareth Nichol as of the filing

Ownership percentage 20.17% Portion of DYNR’s outstanding common stock beneficially owned by Gareth Nichol

Shares outstanding 36,815,725 shares DYNR common shares outstanding used to calculate ownership percentage

Series D Convertible Preferred Stock held 500,000 shares Series D Convertible Preferred Stock owned by Gareth Nichol, excluded from beneficial ownership

Key Terms

beneficially owns, Securities Purchase Agreement, Warrant, Authorized Shares Condition, +2 more

6 terms

beneficially owns financial

"As of the date hereof, the Reporting Person beneficially owns an aggregate of"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

Securities Purchase Agreement financial

"pursuant to the terms of a Securities Purchase Agreement dated September 1, 2026"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Warrant financial

"and a warrant to purchase 2,000,000 shares of Common Stock (the "Warrant")"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

Authorized Shares Condition regulatory

"The exercise of the Warrant is conditioned upon the Issuer obtaining stockholder approval"

Series D Convertible Preferred Stock financial

"the 500,000 shares of Series D Convertible Preferred Stock held by the Reporting Person"

Series D convertible preferred stock is a class of shares issued in a later-stage funding round that gives holders priority over common shareholders for payouts and often a fixed dividend, while including an option to convert those shares into common stock. It matters to investors because it affects who gets paid first if a company is sold or liquidates and can change ownership stakes and voting power when converted, similar to holding a safer ticket that can be exchanged for regular tickets later.

Voting Agreement regulatory

"the Reporting Person entered into a voting agreement with the Issuer"

A voting agreement is a legally binding pact in which shareholders promise to cast their votes the same way on certain corporate matters, such as electing directors or approving a merger. It matters to investors because it changes who controls company decisions and makes outcomes more predictable—like a group of neighbors agreeing in advance to vote the same way on a community rule, it can strengthen or limit the influence of other shareholders and affect the company’s future direction.

FAQ

What stake in DYNARESOURCE, INC. (DYNR) does Gareth Nichol report in this Schedule 13D?

Gareth Nichol reports beneficial ownership of 7,425,768 shares of DYNARESOURCE, INC. common stock, representing 20.17% of the outstanding common stock, based on 36,815,725 shares outstanding as of the filing date.

What securities did Gareth Nichol purchase from DYNR and at what price?

On September 1, 2026, Gareth Nichol purchased 2,000,000 units of DYNARESOURCE, INC. at $0.45 per Unit, for an aggregate purchase price of $900,000. Each Unit consists of one share of common stock and a warrant to purchase one share of common stock.

What are the key terms of the warrant held by Gareth Nichol in DYNR?

The warrant allows purchase of 2,000,000 DYNR common shares at an exercise price of $0.51 per share. It becomes exercisable only after the Authorized Shares Condition is satisfied and remains exercisable until the later of 180 days from issuance and 30 days after that condition is met.

What is the Authorized Shares Condition described in the DYNR Schedule 13D?

The Authorized Shares Condition requires DYNR stockholder approval and filing of a charter amendment to either increase authorized common shares or effect a reverse stock split so the company has enough authorized common stock for warrant exercise and existing share reserve needs.

How is Gareth Nichol obligated to vote his DYNR shares regarding the charter amendment?

Under a Voting Agreement with DYNARESOURCE, INC., Gareth Nichol agreed to vote any and all shares entitled to vote on the charter amendment in favor of the amendment that satisfies the Authorized Shares Condition.

Are Nichol’s preferred shares and warrants included in his reported DYNR beneficial ownership?

No. The 500,000 shares of Series D Convertible Preferred Stock and the warrant for 2,000,000 shares are excluded from his reported beneficial ownership because of beneficial ownership limitations and the Authorized Shares Condition under SEC Rule 13d-3.

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

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Available on EDGAR 09/03/2026 - 04:27 PM Accepted by SEC EDGAR 09/03/2026 - 04:11 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

DYNARESOURCE, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

268073103

(CUSIP Number)

Gareth Nichol
5 Greenridge Road,
Greenwood Village, CO, 80111
(303) 246-2544

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/01/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 268073103

1

Name of reporting person

NICHOL GARETH

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,425,768.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,425,768.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,425,768.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.17 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: DYNARESOURCE, INC.
(c)	Address of Issuer's Principal Executive Offices: 222 W. LAS COLINAS BLVD, SUITE 1910 NORTH TOWER, IRVING, TEXAS , 75039.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Gareth Nichol (the "Reporting Person").
(b)	The residential address for the Reporting Person is 5 Greenridge Road, Greenwood Village, CO 80111.
(c)	The Reporting Person is retired.
(d)	The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person has not, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of the United States of America and Australia.
Item 3.	Source and Amount of Funds or Other Consideration
	On September 1, 2026, the Reporting Person purchased 2,000,000 units of securities of the Issuer (each, a "Unit" and collectively, the "Units") at a purchase price of $0.45 per Unit (for an aggregate purchase price of $900,000.00), pursuant to the terms of a Securities Purchase Agreement dated September 1, 2026 (the "Securities Purchase Agreement"). The Units are comprised of 2,000,000 shares of Common Stock and a warrant to purchase 2,000,000 shares of Common Stock (the "Warrant") at an exercise price of $0.51 per share. The source of the purchase price was personal funds of the Reporting Person. The exercise of the Warrant is conditioned upon the Issuer obtaining stockholder approval and filing with the Delaware Secretary of State of an amendment to its Amended and Restated Certificate of Incorporation (the "Amendment") to either (i) increase the Issuer's authorized shares of Common Stock or (ii) effect a reverse stock split of the Common Stock such that the Issuer has sufficient authorized shares of Common Stock to accommodate the exercise of the Warrant and satisfy its existing share reserve requirements under the Issuer's outstanding derivative securities, equity awards, and equity incentive plans (the "Authorized Shares Condition"). Consistent with the foregoing, the Warrant is exercisable commencing on the date of satisfaction of the Authorized Shares Condition and continuing until the later of 180 days from the issuance date and 30 days after the date the Authorized Shares Condition is satisfied. In connection the Reporting Person's purchase of the Units, the Reporting Person entered into a voting agreement with the Issuer pursuant to which the Reporting Person agreed to vote any and all shares entitled to vote on the Amendment in favor of the Amendment (the "Voting Agreement"). The foregoing summary is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, Warrant, and Voting Agreement, respectively, copies of which are attached hereto as Exhibits 99.1, 99.2, and 99.3, respectively, and incorporated herein in their entirety by reference.
Item 4.	Purpose of Transaction
	The Reporting Person acquired the Units for investment purposes. The Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right to retain the normal flexibility of a significant stockholder to communicate with management and Issuer's Board of Directors regarding the Issuer and the Reporting Person's investment in the Issuer, acquire additional securities of the Issuer, exercise and/or convert securities held by the Reporting Person, vote his securities in the Issuer, and/or dispose of his securities in the Issuer, on such terms and at such times as the Reporting Person may deem advisable and to the extent permitted under applicable law the documents governing such securities. The Reporting Person reserves the right to change his intention with respect to any and all matters referred to in this Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, the Reporting Person beneficially owns (as that term is defined in Rule 13d-3 promulgated by the SEC) an aggregate of 7,425,768 shares of Common Stock (the "Shares"), representing approximately 20.17% of the outstanding Common Stock. This percentage is based upon 36,815,725 outstanding shares of Common Stock as of the date of this filing. Pursuant to Rule 13d-3 promulgated by the Commission, the Reporting Person's beneficial ownership of shares of the Issuer's Common Stock does not include any shares of Common Stock underlying (i) the 500,000 shares of Series D Convertible Preferred Stock held by the Reporting Person, which are subject to beneficial ownership limitations that preclude their conversion within the next 60 days, and (ii) the Warrant, which is not exercisable until the Authorized Shares Condition has been satisfied.
(b)	The Reporting Person has sole voting and dispositive power with respect to the Shares.
(c)	Except for the transactions described herein, there have been no other transactions in the securities of the Issuer effected by the Reporting Person in the last 60 days.
(d)	No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held by the Reporting Person.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Other than as described in Item 3 above and that certain 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 which governs the Series D Convertible Preferred Stock held by the Reporting Person, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person, with respect to the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	99.1 Securities Purchase Agreement, dated as of September 1, 2026, by and between the Issuer and the Reporting Person (incorporated by reference to Exhibit 10.3 to the Issuer's current report on Form 8-K filed with the Securities and Exchange Commission on September 2, 2026). 99.2 Warrant, dated as of September 1, 2026, by and between the Issuer and the Reporting Person (incorporated by reference to Exhibit 10.10 to the Issuer's current report on Form 8-K filed with the Securities and Exchange Commission on September 2, 2026). 99.3 Voting Agreement, dated as of September 1, 2026, by and between the Issuer and the Reporting Person (incorporated by reference to Exhibit 10.17 to the Issuer's current report on Form 8-K filed with the Securities and Exchange Commission on September 2, 2026). 99.4 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 with the Secretary of State of the State of Delaware on May 13, 2020 (incorporated by reference to Exhibit 3.2 to the Issuer's current report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2020).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

NICHOL GARETH

Signature:	/s/ Gareth Nichol
Name/Title:	Gareth Nichol
Date:	09/03/2026