MMEX Resources cancels 15B-share reserve in debt deal

MMEX restructures past-due convertible debt into a non-convertible note and cancels a 15 billion-share reserve tied to prior conversion rights.

Rhea-AI Filing Summary

MMEX Resources Corp (MMEX) refinanced its past-due convertible debt with GS Capital Partners, LLC. Effective September 15, 2026, GS Capital exchanged outstanding past-due convertible notes with an aggregate balance of $1,639,329.68 for a new non-convertible note with an original principal amount of $1,377,164.84.

The new note matures on the earlier of September 1, 2027 or the closing of a construction debt financing or project equity financing for either of MMEX’s project subsidiaries. Instead of interest, MMEX must pay a make-whole payment of $247,889.67, equal to 18% of the principal. Because the new note is not convertible into equity, MMEX and GS Capital instructed the transfer agent to cancel a reserve of approximately 15 billion shares of common stock previously set aside to secure potential conversions.

Positive

• Refinancing reduces the principal balance from $1,639,329.68 to $1,377,164.84 and removes conversion features, limiting potential equity dilution.
• Cancellation of a 15 billion-share common stock reserve eliminates a large overhang previously set aside for possible note conversions.

Negative

• The new non-convertible note still represents a $1,377,164.84 obligation and requires a make-whole payment of $247,889.67, effectively an 18% cost on the principal.
• The note matures by September 1, 2027 or upon project financing closings, maintaining near- to medium-term refinancing and repayment pressure.

8-K Event Classification

Item 2.03 — Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

1 item

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Key Figures

Aggregate balance of past-due convertible notes: $1,639,329.68 Principal of new non-convertible note: $1,377,164.84 Make-whole payment: $247,889.67 +3 more

6 metrics

Aggregate balance of past-due convertible notes $1,639,329.68 Outstanding balance of MMEX’s past-due convertible notes exchanged with GS Capital as of September 15, 2026

Principal of new non-convertible note $1,377,164.84 Original principal amount of the new note issued to GS Capital

Make-whole payment $247,889.67 Payment in lieu of interest, equal to 18% of the new note’s principal balance

Implied make-whole percentage 18% Stated as 18% of the $1,377,164.84 principal balance on the new note

Cancelled reserved common shares 15,000,000,000 shares Approximate number of MMEX common shares previously reserved for potential conversions, now cancelled

Maturity date of new note September 1, 2027 Latest maturity; earlier repayment may occur upon specified project financings

Key Terms

convertible notes, non-convertible note, make-whole payment, construction debt financing, +1 more

5 terms

convertible notes financial

"exchanged the outstanding past-due convertible notes of the Company"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

non-convertible note financial

"for a new non-convertible note in the original principal amount"

make-whole payment financial

"requires the payment to the holder of a make-whole payment equal"

construction debt financing financial

"the closing of a construction debt financing or project equity financing"

project equity financing financial

"the closing of a construction debt financing or project equity financing"

FAQ

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

What debt restructuring did MMEX (MMEX) announce with GS Capital Partners?

MMEX exchanged past-due convertible notes with an aggregate balance of $1,639,329.68 for a new non-convertible note with original principal of $1,377,164.84 owed to GS Capital Partners, LLC, effective September 15, 2026.

When does MMEX’s new note to GS Capital Partners mature?

The new note matures on the earlier of September 1, 2027 or the closing of a construction debt financing or project equity financing for either of MMEX’s project subsidiaries, tying repayment timing to project-level financing events.

What are the interest terms on MMEX’s new non-convertible note?

Instead of traditional interest, the new note requires MMEX to pay a make-whole payment of $247,889.67, which equals 18% of the $1,377,164.84 principal balance, as compensation to the holder.

How does this transaction affect potential equity dilution for MMEX shareholders?

Because the new note is not convertible into equity, MMEX and GS Capital instructed the transfer agent to cancel a reserve of approximately 15 billion common shares that had been held for potential conversions of the prior notes.

Who is MMEX’s counterparty in this new debt agreement?

The counterparty is GS Capital Partners, LLC, which exchanged its outstanding past-due convertible notes of MMEX for the new non-convertible note and previously held conversion rights tied to a 15 billion-share reserve.

What was the amount of MMEX’s past-due convertible notes before the exchange?

Before the exchange, MMEX’s past-due convertible notes held by GS Capital had an aggregate outstanding balance of $1,639,329.68, which was replaced by the new non-convertible note with a lower principal amount.

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

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Available on EDGAR 09/17/2026 - 04:08 PM EDT Accepted by SEC EDGAR 09/17/2026 - 04:07 PM EDT Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 205490

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OFTHE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 17, 2026

MMEX RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		333-152608		26-1749145
(State of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

3600 W. Dickinson

Fort Stockton, Texas 79735

(Address of principal executive offices)

Registrant's telephone number, including area code: (855) 880-0400

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:

☐     Written communications pursuant to Rule 425 under the Securities Act

☐     Soliciting material pursuant to Rule 14a-12 of the Exchange Act

☐     Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act

☐     Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act

Securities registered pursuant to Section 12(b) of the Act: 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Effective as of September 15, 2026, the Company entered into an agreement with GS Capital Partners, LLC whereby GS Capital exchanged the outstanding past-due convertible notes of the Company (with an aggregate outstanding balance of $1,639,329.68) for a new non-convertible note in the original principal amount of $1,377,164.84. The new note matures on the earlier of September 1, 2027 or the closing of a construction debt financing or project equity financing for either of the Company’s project subsidiaries. In lieu of interest, the new note requires the payment to the holder of a make-whole payment equal to $247,889.67 (18% of the principal balance).

Because the new note is not convertible into equity securities of the Company, GS Capital and the Company have instructed the Company’s transfer agent to cancel the reserve of approximately 15 billion shares of common stock which had been held to secure potential conversions of the formerly outstanding notes held by GS Capital.

2

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.

	MMEX Resources Corporation
Date: September 17, 2026	By:	/s/ Jack W. Hanks
		Jack W. Hanks, President and
		Chief Executive Officer

3

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 12.3 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 7.7 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB