MMEX unregistered issuance of 1.565B shares for services and notes

Rhea-AI Filing Summary

MMEX Resources Corporation reported an unregistered issuance of 1,565,000,000 shares of common stock effective October 21, 2025. The shares were issued to consultants to satisfy a portion of past due obligations for services and upon conversion of previously issued convertible notes. The company had previously been unable to issue these shares due to a lack of authorized shares.

MMEX said the stock was issued in lieu of cash compensation to conserve working capital and align consultants’ interests with shareholders. The consultants include parties related to directors Jack W. Hanks and Bruce N. Lemons. The issuance was made in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D.

Insights

Capital markets analyst

Large unregistered share issuance compensates consultants and converts notes.

MMEX Resources issued 1,565,000,000 common shares on October 21, 2025 to consultants and in settlement of conversions of previously issued convertible notes. The company states this was done in lieu of cash to conserve working capital, indicating a non-cash compensation and debt-conversion approach.

The transaction was executed under Section 4(a)(2) and Regulation D, pointing to a private placement framework. Consultants include parties related to two directors, which the company disclosed, highlighting related-party involvement. Actual impact depends on the resulting share count and any resale activity, which are not detailed in the excerpt.

Key mechanics are administrative: issuance to satisfy past due obligations and note conversions. Subsequent filings may provide updated outstanding share counts or any resale arrangements tied to these shares.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Understanding 8-K Material Events →

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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): October 21, 2025

______________________________

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 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 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, we have entered into agreements with key consultants to provide necessary services and expertise for the development of the Company’s proposed projects. We have agreed to issue shares of our common stock to the consultants in lieu of cash compensation in order to conserve working capital and to align the interests of the consultants with those of our shareholders. The consultants include parties related to our two directors, Jack W. Hanks and Bruce N. Lemons. 

We have been unable to issue the shares earned by the consultants due to a lack of available authorized shares of our common stock. Effective October 21, 2025, we issued an aggregate of  1,565,000,000  shares of common stock  to  the consultants in order to satisfy a portion of the past due obligations to issue shares or upon conversion of convertible notes previously issued to the consultants. 

The issuance of common stock described in this Item 3.02 were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder 

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: October 23, 2025	By:	/s/ Jack W. Hanks
		Jack W. Hanks, President and
		Chief Executive Officer

3

FAQ

What did MMEX (MMEX) announce in its 8-K?

MMEX disclosed an unregistered issuance of 1,565,000,000 common shares effective October 21, 2025 to consultants and for conversions of previously issued convertible notes.

Why did MMEX issue 1,565,000,000 shares?

The shares were issued in lieu of cash compensation to conserve working capital and to satisfy a portion of past due share obligations and convertible note conversions.

Were the MMEX shares registered with the SEC?

No. The issuance relied on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D.

Who received the newly issued MMEX shares?

The shares were issued to consultants, which include parties related to directors Jack W. Hanks and Bruce N. Lemons.

Why were the shares not issued earlier?

MMEX stated it had been unable to issue the earned shares due to a lack of available authorized shares of common stock.

What is the effective date of the issuance?

The issuance was effective on October 21, 2025.