false
--12-31
0001096296
0001096296
2026-10-26
2026-10-26
0001096296
us-gaap:CommonStockMember
2026-10-26
2026-10-26
0001096296
us-gaap:SeriesAPreferredStockMember
2026-10-26
2026-10-26
0001096296
us-gaap:SeriesBPreferredStockMember
2026-10-26
2026-10-26
0001096296
us-gaap:SeriesCPreferredStockMember
2026-10-26
2026-10-26
0001096296
us-gaap:SeriesDPreferredStockMember
2026-10-26
2026-10-26
0001096296
RITE:SeriesNMCPreferredStockMember
2026-10-26
2026-10-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
October 26, 2026
MINERALRITE CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number: 000-27739
State of Incorporation: Texas
IRS Employer Identification Number: 90-0315909
325 N. St. Paul Street, Suite 3100
Dallas, Texas 75201
(Address of principal executive offices)
(469) 881-8900
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report: Not applicable)
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
☐ Soliciting material pursuant to Rule 14a-12
☐ Pre-commencement communications pursuant to Rule 14d-2(b)
☐ Pre-commencement communications pursuant to Rule 13e-4(c)
Securities registered pursuant to
Section 12(g) of the Act
| Title of each class |
Trading Symbol(s) |
Name of each exchange
on which registered |
Par Value |
| Common stock |
RITE |
OTC Markets (OTCID) |
No Par Value |
| Series A Preferred |
None |
None |
No Par Value |
| Series B Preferred |
None |
None |
No Par Value |
| Series C Preferred |
None |
None |
No Par Value |
| Series D Preferred |
None |
None |
$25.00 |
| Series NMC Preferred |
None |
None |
$25.00 |
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
Large accelerated filer |
☐ |
|
Accelerated filer |
☐ |
|
| |
Non-accelerated filer |
☐ |
|
Smaller reporting company |
☒ |
|
| |
|
|
|
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 5.03 — Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Restated Certificate of Formation
On October 26, 2026, the Secretary of State
of the State of Texas filed the Restated Certificate of Formation of MineralRite Corporation (the “Company”), which became
effective upon filing. The Secretary of State notified the Company of the filing by letter and email dated October 30, 2026, a Nevada
state holiday on which the Company’s office was closed, and the Company first noted the notification on November 1, 2026. The Restated
Certificate of Formation was approved by the Company’s Board of Directors and by the shareholders entitled to vote on the matter
on September 28, 2026, and restates the Company’s Restated Certificate of Formation dated December 18, 2024. The changes are as
follows:
| • | Series D Preferred Stock. The number of shares designated as Series D Preferred Stock increased from 35,000
to 60,000. |
| • | Series NMC Preferred Stock. The number of shares designated as Series NMC Preferred Stock increased from
7,100,000 to 10,000,000. |
| • | Undesignated Preferred Stock. As a result of these increases, the number of undesignated shares of Preferred
Stock decreased from 42,627,000 to 39,702,000. The Company’s total authorized capital stock did not change and remains 20,000,000,000
shares of Common Stock and 50,000,000 shares of Preferred Stock, and the authorized numbers of shares of Series A, Series B and Series
C Preferred Stock did not change. |
| • | Redeemed or reacquired preferred shares. Previously, shares of any series of Preferred Stock redeemed
or otherwise acquired by the Company were cancelled and retired and could not be reissued. Under the Restated Certificate of Formation,
those shares cease to be outstanding and resume the status of authorized but unissued shares of the same series, which may be issued only
in accordance with the Restated Certificate of Formation, applicable law and required corporate approvals. This change applies to each
of the Series A, Series B, Series C, Series D and Series NMC Preferred Stock. |
| • | Written consent of preferred holders. A new provision in the designation of each series of Preferred Stock
permits the holders of that series to act without a meeting by written consent signed by holders having not less than the minimum number
of votes that would be necessary to take the action at a meeting, subject to the Texas Business Organizations Code. Previously, the designations
contained no such provision. The former notice provision of each designation was renumbered without change. |
| • | Corrections. The Restated Certificate of Formation also corrects typographical, grammatical, numbering
and cross-reference errors. These corrections do not change the stated voting, conversion or economic terms of any class or series of
the Company’s stock. |
The foregoing description is qualified in its
entirety by reference to the full text of the Restated Certificate of Formation, a copy of which is filed as Exhibit 3.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Amended and Restated Bylaws
On November 2, 2026, the Company’s Board
of Directors adopted Amended and Restated Bylaws, effective immediately. Under Article V of the Restated Certificate of Formation and
Section 21.057 of the Texas Business Organizations Code, shareholder approval was not required. The Amended and Restated Bylaws:
| • | conform references to the Company’s charter to the Restated Certificate of Formation (the prior
bylaws referred to “Articles of Incorporation”) and provide that the Company’s classes of stock and series of Preferred
Stock are those set out in the Certificate of Formation (the prior bylaws stated that the Company’s stock was not classified or
in series); |
| • | add the offices of Chairman of the Board, Chief Executive Officer and Chief Financial Officer, and provide
that, unless the Board designates otherwise, the President is the Chief Executive Officer and the Treasurer is the Chief Financial Officer
(the prior bylaws did not provide for these offices); |
| • | permit a stock certificate to be signed by one officer when one person holds every office authorized to
sign stock certificates (the prior bylaws required the signatures of two officers); |
| • | provide that any agreement or transaction in which an officer or director has an outside interest must
be disclosed to the Board and approved or ratified in a manner provided in Section 21.418 of the Texas Business Organizations Code (the
prior bylaws instead required that such an agreement be signed by an officer other than the President); |
| • | prohibit personal loans to directors and executive officers, consistent with Section 13(k) of the Securities
Exchange Act of 1934, including any person holding the office of Chairman of the Board, President, Chief Executive Officer, Chief Financial
Officer, Vice-President, Secretary or Treasurer, and permit loans to other officers only with Board approval (the prior bylaws permitted
loans to officers if approved by two-thirds of the outstanding voting shares); |
| • | permit shareholder action by less than unanimous written consent only to the extent authorized by the
Certificate of Formation, and require compliance with the Texas Business Organizations Code and, where applicable, Regulation 14C under
the Securities Exchange Act of 1934 (the prior bylaws permitted action by the written consent of the holders of a majority of the shares
entitled to vote); |
| • | remove the provision that allowed a majority of the shareholders to overturn a Board resolution on director
compensation; |
| • | conform shareholder inspection rights to Section 21.218 of the Texas Business Organizations Code, which
applies to shareholders of at least six months or of at least five percent of the outstanding shares who make a written demand stating
a proper purpose, limit inspection to records relevant to that purpose, and provide that the shareholder pays reasonable costs and, for
non-public records, signs a confidentiality agreement, and that the Company may decline a demand as provided in Section 21.222 of that
Code (the prior bylaws extended inspection rights to any shareholder on written request); |
| • | require the Company to advance expenses to directors and officers in proceedings arising from their service,
upon a written affirmation of good faith and a written undertaking to repay, consistent with Article XI of the Certificate of Formation
and Section 8.104 of the Texas Business Organizations Code; |
| • | add a continuity-of-management provision under which the Board may designate interim successors who, if
every officer is unable to act or no director remains in office, may preserve the Company’s assets and records, keep its reports
and filings current, and call a special meeting of shareholders to elect directors, but may not issue stock or approve fundamental transactions; |
| • | state that the Company’s fiscal year ends on December 31 (unchanged from the Company’s existing
fiscal year); |
| • | provide that a director acting in good faith is not liable to the Company or its shareholders for official
acts to the fullest extent permitted by law and as provided in Article X of the Certificate of Formation (the prior bylaws stated that
such a director was “immune from liability”); and |
| • | make clarifying, typographical and cross-reference corrections. |
The foregoing description is qualified in its
entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report
on Form 8-K and incorporated herein by reference.
Item 9.01 — Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 3.1 |
Restated Certificate of Formation of MineralRite Corporation, filed with
the Secretary of State of the State of Texas on October 26, 2026 |
| 3.2 |
Amended and Restated Bylaws of MineralRite Corporation, effective November
2, 2026 |
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.
MINERALRITE CORPORATION
By: /s/ James Burgauer
Name: James Burgauer
Title: President and Principal Executive Officer
Date: November 2, 2026
