INTEGRATED RAIL & RESOURCES INC. 8-K

What Happened Integrated Rail & Resources Inc. announced it entered a Securities Purchase Agreement with B H, Inc. and, at closing on March 9, 2026, issued 7,056 shares of its Series A Convertible Preferred Stock to B H, Inc. The issuance fully satisfied a previously outstanding obligation that, as of February 17, 2026, totaled $1,455,589 (after a $750,000 cash payment on February 18, 2026, $705,589 remained). The Buyer executed a Joinder to an existing Registration Rights Agreement and the company delivered customary closing certificates and a legal opinion.

Key Details

• 7,056 shares of Series A Convertible Preferred Stock issued to B H, Inc. on March 9, 2026.
• Original aggregate debt as of Feb 17, 2026: $1,455,589; $750,000 cash paid Feb 18, 2026; $705,589 remaining — satisfied by issuance of Preferred Shares.
• Preferred Shares have conversion rights into common stock per the Certificate of Designations (filed Jan 23, 2026) and were sold in an unregistered transaction relying on Securities Act exemptions.
• Purchase Agreement includes customary representations, covenants (including maintaining sufficient authorized common stock for conversion), indemnities, is governed by Delaware law, and Buyer joined the company’s Registration Rights Agreement.

Why It Matters This is a debt-for-equity transaction that eliminates the specified debt owed to B H, Inc. and replaces it with convertible preferred shares. The Preferred Shares carry conversion rights into common stock, which investors should note because conversion would increase common shares outstanding. The agreement also binds the Buyer to existing registration rights and includes standard company covenants and indemnities. These are material capital-structure changes investors may want to monitor for potential effects on share count and governance.