[8-K] – Texas Mineral Resources Corp. (TMRC) (CIK 0001445942)

Rhea-AI Filing Summary

Texas Mineral Resources Corp. reported equity activity tied to its February 2025 financing. On October 9, 2025, a holder exercised a warrant and purchased 1,000,000 shares of common stock for an aggregate cash exercise price of $300,000.

The company also disclosed unregistered issuances on October 15, 2025: 123,132 shares issued to directors in lieu of cash directors’ fees and 257,407 shares issued to a director upon a cashless option exercise. These transactions, along with the warrant exercise, were conducted in reliance on Section 4(a)(2) of the Securities Act.

Background from the February 2025 financing: investors provided $1,098,000 in notes convertible at $0.30 per share (later converted into 3,660,000 shares) and received five-year warrants to purchase an aggregate of 10,980,000 shares at an exercise price of $0.30 per share.

Insights

Capital markets analyst

Routine equity activity: modest cash in, incremental dilution.

The company received $300,000 from a warrant exercise for 1,000,000 shares on October 9, 2025, reflecting execution of February 2025 warrants priced at $0.30. Additional unregistered issuances on October 15, 2025 included 123,132 shares for director fees and 257,407 shares via a cashless option exercise.

All issuances relied on Section 4(a)(2) and were made without general solicitation. The February 2025 notes were previously converted into 3,660,000 shares, and warrants outstanding from that financing cover up to 10,980,000 shares at $0.30.

Investor impact appears limited: the $300,000 cash inflow is modest, while dilution depends on ongoing exercises and director issuances. Subsequent filings may provide further detail on any additional warrant exercises or related resale arrangements.

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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 15, 2025 (October 9, 2025)

TEXAS MINERAL RESOURCES CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		0-53482		87-0294969
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

527 21^st Street #44

Galveston, TX 77550

(Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (915) 369-2133

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

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 (see General Instruction A.2. below):

	☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a -12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-49(c) under the Exchange Act (17 CFR 240.13e -4(c))

INTRODUCTORY NOTE

As previously announced in Forms 8-K filed with the Securities and Exchange Commission (“SEC”) on February 12, 2025 (“February 12 Form 8-K”) and February 20, 2025 (“February 20 Form 8-K,” and collectively with the February 12 Form 8-K, the “February 2025 Forms 8-K”), Texas Mineral Resources Corp. (the “Company”) entered into loan and securities purchase agreements with an aggregate of fifteen accredited investors, pursuant to which the investors lent the Company an aggregate principal amount of $1,098,000, convertible into an aggregate of 3,660,000 shares of common stock, par value $0.01 per share (“Common Stock), at a fixed conversion rate of $0.30 per share, and in connection therewith the investors received five-year warrants to purchase an aggregate of 10,980,000 shares of Common Stock at an exercise price of $0.30 per share (“Warrants”). As reported in a Form 8-K filed with the SEC on August 11, 2025, the Company announced that the principal amount of $1,098,000 of the notes were converted into 3,660,000 shares of Common Stock. In connection with the issuance of the Warrants, the Company granted piggy-back registration rights with respect to the resale of the shares of Common Stock underlying the Warrants and, commencing on February 10, 2026, if the resale of the underlying shares may not be effected pursuant to an effective resale registration statement, the Warrants provide for a net issuance exercise. In September 2025, a holder of a Warrant partially exercised one of these Warrants issued in February 2025, in connection with the February 2025 transaction, and purchased 500,000 shares of Common Stock for an exercise price of $150,000 (as disclosed in the Form 8-K filed with the SEC on September 19, 2025). As set forth in Item 8.01 below, the balance of this Warrant, issued in February 2025, was exercised on October 9, 2025 to purchase 1,000,000 shares of Common Stock for an aggregate exercise price of $300,000.

Item 3.02. Unregistered Sales of Equity Securities.

The February 2025 Forms 8-K previously reported the issuance of the Warrants that are exercisable to purchase an aggregate of 10,980,000 shares of Common Stock, and the February 2025 Forms 8-K also stated that the issuance of the underlying 10,980,000 shares of Common Stock, upon exercise of the Warrants, would be issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (“Securities Act”), pursuant to Section 4(a)(2) thereof, to the fifteen “accredited investors” as defined in Rule 501 of Regulation D promulgated by the SEC without the use of any general solicitation or advertising to market or otherwise offer the securities for sale. The issuance of the 1,000,000 shares of Common Stock upon exercise of such Warrant issued in February 2025, as disclosed in Item 8.01 below (which disclosure in Item 8.01 is incorporated herein by reference), was issued in accordance therewith.

On October 15, 2025, the Company issued an aggregate of 123,132 shares of Common Stock to its directors in lieu of cash directors’ fees and on October 15, 2025, the Company issued 257,407 shares of Common Stock to a director upon a cashless exercise of a previously issued Common Stock option. These shares of Common Stock were issued, in reliance on the exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof, without the use of any general solicitation or advertising to market or otherwise offer the securities for sale.

Item 8.01. Other Events.

On October 9, 2025, a holder of a Warrant issued in February 2025 exercised such Warrant and purchased 1,000,000 shares of Common Stock for an aggregate cash exercise price of $300,000.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned thereunto duly authorized.

	TEXAS MINERAL RESOURCES CORP.
Date: October 15, 2025	By:	/s/ Wm. Chris Mathers
		Name: Wm. Chris Mathers
		Title: Chief Financial Officer

FAQ

What did TMRC announce about warrant exercises on October 9, 2025?

A holder exercised a February 2025 warrant and purchased 1,000,000 shares for an aggregate cash exercise price of $300,000.

What unregistered share issuances did TMRC make on October 15, 2025?

TMRC issued 123,132 shares to directors in lieu of cash fees and 257,407 shares to a director via a cashless option exercise.

Under what exemption were the TMRC share issuances made?

Issuances were made in reliance on Section 4(a)(2) of the Securities Act, without general solicitation or advertising.

What were the key terms of TMRC’s February 2025 financing?

Investors lent $1,098,000, convertible at $0.30 per share into 3,660,000 shares, and received five-year warrants for up to 10,980,000 shares at $0.30.

Did TMRC receive cash from the October 15, 2025 director-related issuances?

The filing describes shares issued in lieu of fees and a cashless option exercise; the cash transaction disclosed is the $300,000 warrant exercise on October 9, 2025.

Were resale registration rights mentioned for the February 2025 warrants?

Yes. The warrants carried piggy-back registration rights, with a net issuance feature commencing on February 10, 2026 if resale cannot be effected under an effective registration statement.