INTEGRATED RAIL & RESOURCES INC. 8-K

What Happened
Integrated Rail & Resources Inc. filed an 8-K disclosing a private placement under a Securities Purchase Agreement with Creto IRRX PIPE Investment, LLC. The company sold an aggregate of 50,000 shares of newly created Series A Convertible Preferred Stock for gross proceeds of approximately $5,000,000 in two mandatory closings (25,500 shares on January 23, 2026 and 24,500 shares on February 6, 2026). The Certificate of Designations establishing the Series A terms was filed with Delaware on January 23, 2026.

Key Details

• Issuer / Investor: Integrated Rail & Resources Inc. and Creto IRRX PIPE Investment, LLC (accredited investor).
• Size & timing: 50,000 shares issued for ~ $5,000,000 (25,500 shares closed 1/23/2026; 24,500 closed 2/6/2026). Investor has an option to buy up to 30,000 additional shares for $3,000,000 within 60 days.
• Preferred terms: stated value $100.00 per share; dividend rate 12.00% per annum (accruing from issuance); initial conversion price $10.00 per share (subject to customary anti-dilution adjustments); liquidation preference equal to the greater of Accumulated Stated Value or as‑converted value.
• Rights & protections: conversion mechanics, broad-based weighted-average anti-dilution, redemption on change of control (and after the 7th anniversary if not listed on Nasdaq/NYSE), voting as-converted, and certain consent rights while the investor’s Accumulated Stated Value exceeds $1,000,000. The deal includes MFN and ROFR protections for the investor and a commitment by the company to reserve shares for conversion and use proceeds consistent with an agreed budget. Registration rights agreement and Certificate of Designations were executed/filed.

Why It Matters
This transaction changes the company’s capital structure by adding a senior convertible preferred holder with a fixed dividend and conversion rights that can dilute common shareholders at a $10 conversion price (subject to adjustments). The preferred stock carries priority in liquidation and includes redemption features that can affect future cash or equity obligations. MFN and ROFR provisions mean the investor may receive matching terms in future financings and can participate in follow-on offerings, which can influence the terms of future capital raises. The company also signaled efforts to pursue a Nasdaq or NYSE listing and has contractual obligations (e.g., registration rights, reserving conversion shares) that are relevant to common shareholders.