Every 8-K that Texas Mineral Res Corp (TMRC) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow TMRC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TMRC filings page.
DyTb, LLC, as successor to Texas Mineral Resources Corp. (TMRC), reports the closing of a two-step merger completed on August 7, 2026 under a March 4, 2026 Agreement and Plan of Merger among TMRC, USA Rare Earth, Inc. (USAR) and merger subsidiaries. First, Hamer Merger Sub, Inc. merged with and into TMRC, and TMRC then merged with and into DyTb, LLC, which continues as the surviving entity.
At the effective time of the first merger, each outstanding share of TMRC common stock (other than certain excluded shares) was converted into the right to receive USAR common stock based on a pool of 3,823,328 USAR shares divided by 88,339,693 fully diluted TMRC shares, resulting in a final exchange ratio of 0.043279843 USAR share per TMRC share, with cash paid in lieu of fractional shares. These USAR shares were issued under an effective Form S-4 registration statement.
As of the effective time, TMRC stockholders ceased to have rights in TMRC shares other than the merger consideration. TMRC’s directors and executive officers stopped serving, and immediately after the second merger, Valerie Ford Jacob became President, Treasurer and Secretary of DyTb, LLC. TMRC’s certificate of incorporation and bylaws were amended and restated in connection with the first merger and later superseded by DyTb, LLC’s organizational documents.
In connection with the mergers, TMRC’s mineral exploration and option agreement with Santa Fe Gold Corporation was terminated effective August 7, 2026. TMRC’s common stock has been withdrawn from quotation on the OTCQB Venture Market, and the successor company intends to file Form 15 to deregister TMRC common stock and suspend reporting obligations under the Exchange Act.
Texas Mineral Resources Corp. stockholders approved the Agreement and Plan of Merger with USA Rare Earth, Inc. at a Special Meeting held on July 28, 2026. Under this agreement, Texas Mineral Resources will become a wholly owned subsidiary of USA Rare Earth through a merger structure involving Hamer Merger Sub, Inc. and Hamer Merger Sub, LLC.
The record date for voting was June 2, 2026, when 88,339,693 shares of common stock were outstanding and entitled to vote. At the meeting, 50,803,815 shares were present virtually or by proxy, representing approximately 57.5% of outstanding shares and constituting a quorum. Adoption of the merger required approval by holders of a majority of all outstanding shares, with failures to vote, broker non-votes, and abstentions having the same effect as votes against.
The Merger Proposal received 50,053,327 votes FOR, 550,821 votes AGAINST, and 199,667 ABSTAIN. This level of support satisfied the majority-of-outstanding requirement, so the Company’s stockholders approved the Merger Proposal.
Texas Mineral Resources Corp. agreed to be acquired by USA Rare Earth, Inc. in an all-stock transaction. TMRC will merge into newly formed USAR subsidiaries so that TMRC’s business becomes a wholly owned subsidiary of USAR.
Each TMRC share will be converted into the right to receive a fraction of USAR common stock, with TMRC stockholders collectively receiving 3,823,328 shares of USAR stock. A joint press release states this implies a total deal value of approximately $73 million, based on USAR’s March 4, 2026 closing share price.
USAR will acquire TMRC’s 18.6% interest in the Round Top heavy rare earth and critical minerals project, along with related lease and prospecting rights, giving USAR full economic benefit and operational control of Round Top. TMRC’s board approved the merger and recommends stockholder approval, and all TMRC directors and executive officers entered voting and support agreements backing the deal.
The transaction is expected to close by the third calendar quarter of 2026, subject to TMRC stockholder approval and other customary conditions. TMRC plans to file a proxy statement, and USAR plans to file a Form S-4 registration statement for the USAR shares issued as merger consideration.
Texas Mineral Resources Corp. reported that between February 17 and February 23, 2026, holders of warrants to purchase 8,880,000 shares of common stock exercised them on a cashless, net issuance basis and received 6,187,472 shares of common stock. All warrants issued in the February 2025 financing are now fully exercised with none remaining outstanding. On January 5, 2026, the company also issued 111,729 shares of common stock to its directors in lieu of cash fees. All shares were issued as unregistered securities in reliance on Section 4(a)(2) of the Securities Act to accredited or limited recipients without general solicitation.
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.
Texas Mineral Resources Corp. reported a partial exercise of previously issued warrants tied to a February 2025 financing. In that earlier transaction, accredited investors lent the company a principal amount of $1,098,000, convertible into 3,660,000 shares of common stock at $0.30 per share, and received five-year warrants to purchase an aggregate of 10,980,000 shares at an exercise price of $0.30 per share.
On September 15, 2025, one warrant holder partially exercised a warrant and purchased 500,000 shares of common stock for an aggregate cash exercise price of $150,000. The company states that these shares were issued as an unregistered sale of equity securities in reliance on the private-offering exemption under Section 4(a)(2) of the Securities Act to accredited investors.